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2026-07-29 0001957892 ck0001957892:RegulatoryAndLegalRisksMember 2026-07-29 2026-07-29 pure shares iso4217:USD 0001957892 true No 333-268986 811-23848 N-2 N-2 true Post-Effective Amendment No. 10 true 14 true StepStone Private Infrastructure Fund 128 S Tryon St. Suite 1600 Charlotte NC 28202 704 215-4300 Robert W. Long 128 S Tryon St Suite 1600 Charlotte NC 28202 As soon as practicable after the effective date of this Registration Statement. false true false false false false true false false false false false false false true false true false false false Principal Investment Strategies. The Fund’s strategy involves investing in a range of private infrastructure investments (i.e., non-governmental infrastructure investments that are made through private transactions (as discussed below)) across multiple sponsors and investment types. The portfolio will consist of private infrastructure investments that vary across industry sectors and geographies and allocated strategically by StepStone Group Real Assets LP. The Fund intends to make investments in equity and debt interests across a variety of private infrastructure investments within areas such as transportation and logistics, renewables and energy, communications/digital infrastructure, utilities, social infrastructure, natural capital and other real assets that provide necessary services to society. These private infrastructure investments will be made through private transactions that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will not be made in governmental entities; collectively, these private infrastructure investments are referred to as “Infrastructure Assets.” The Fund’s strategy involves investing in a range of private infrastructure investments (i.e., non-governmental infrastructure investments that are made through private transactions (as discussed below)) across multiple sponsors and investment types. The portfolio will consist of private infrastructure investments that vary across industry sectors and geographies and allocated strategically by StepStone Group Real Assets LP. The Fund intends to make investments in equity and debt interests across a variety of private infrastructure investments within areas such as transportation and logistics, renewables and energy, communications/digital infrastructure, utilities, social infrastructure, natural capital and other real assets that provide necessary services to society. These private infrastructure investments will be made through private transactions that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will not be made in governmental entities; collectively, these private infrastructure investments are referred to as “Infrastructure Assets.” In making an investment decision, an investor must rely upon his, her or its own examination of the Fund and the terms of the offering, including the merits and risks involved, of acquiring shares of the Fund as described in this prospectus (“Prospectus”). Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. For purposes of the Fund’s 80% policy, the Fund will include (i) investments in specific Infrastructure Assets, (ii) investments in companies that invest primarily in Infrastructure Assets and (iii) investments in private investment funds (“Investment Funds”) that invest primarily in Infrastructure Assets. In addition, the Fund intends to count the value of any money market funds, cash, other cash equivalents or U.S. Treasury securities with remaining maturities of one year or less that cover unfunded commitments to invest equity in Investment Funds or special purpose vehicles controlled by unaffiliated general partners that will acquire an Infrastructure Asset, in each case that the Fund reasonably expects to be called in the future, as qualifying Infrastructure Assets for purposes of its 80% policy. To invest in Class S Shares or Class U Shares of the Fund, a prospective investor must maintain or open a brokerage account with a financial institution where a selling agreement has been established (“Selling Agent”). Any costs associated with opening such an account are not reflected in the following table or the Examples below. Investors may pay other fees (such as placement fees, wrap account fees or brokerage commissions) to their Selling Agent that are not reflected in the table and examples below. Investors should contact their broker or other financial professional for more information about these costs associated with opening such an account. <div style="font-size:10pt;font-family:Times New Roman;"> <table style="margin-left:auto;border-spacing:0;table-layout:auto;width:100.0%;border-collapse:separate;margin-right:auto;"> <tr style="visibility:collapse;"> <td style="width:54.96%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.860000000000001%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.860000000000001%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:13.32%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="border-top:0.5pt solid #000000;padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="border-top:0.5pt solid #ffffff03;padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class S</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class I</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class U</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:8pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">SHAREHOLDER FEES</td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Maximum Sales load (percentage of purchase amount)(1)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.50</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td colspan="2" style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;"> </td> <td colspan="2" style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">ANNUAL FUND OPERATING EXPENSES (as a percentage of the Fund’s average net assets attributable to Shares)</td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Management Fee(2)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Acquired Fund Fees and Expenses(3)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Interest Payments on Borrowed Funds(4)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Distribution and/or Shareholder Servicing Fees(5)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.85</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.75</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Other Expenses(6), (7)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Total Annual Fund Operating Expenses</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.76</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">2.91</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> </table></div> <div class="item-list-element-wrapper" style="display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(1)<div style="display:inline;">Investors purchasing Class S Shares will be charged a sales load of up to 3.50% of the investment amount. The table assumes the maximum sales load is charged. Class U Shares are not subject to a sales load; however, investors purchasing Class U Shares through a financial intermediary could be required to pay transaction or other fees on purchases and sales of Class U Shares to their financial intermediary in such amounts as their financial intermediary may determine. Any such fees will be in addition to an investor’s investment in the Fund and not deducted therefrom. Investors should consult with their financial intermediary about the sales load and any additional fees or charges their financial intermediary might impose on each class of Shares. See “Plan of Distribution.”</div></div> <table style="margin-left:auto;border-spacing:0;table-layout:auto;width:100.0%;border-collapse:separate;margin-right:auto;"> <tr style="visibility:collapse;"> <td style="width:54.96%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.860000000000001%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.860000000000001%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:13.32%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="border-top:0.5pt solid #000000;padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="border-top:0.5pt solid #ffffff03;padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class S</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class I</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">Class U</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:8pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">SHAREHOLDER FEES</td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Maximum Sales load (percentage of purchase amount)(1)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.50</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td colspan="2" style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;"> </td> <td colspan="2" style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">ANNUAL FUND OPERATING EXPENSES (as a percentage of the Fund’s average net assets attributable to Shares)</td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Management Fee(2)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1.60</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Acquired Fund Fees and Expenses(3)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.65</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Interest Payments on Borrowed Funds(4)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Distribution and/or Shareholder Servicing Fees(5)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.85</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">—</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0.75</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Other Expenses(6), (7)</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">0.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;">%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Total Annual Fund Operating Expenses</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.76</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">2.91</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">3.66</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">%</td> </tr> </table><div class="item-list-element-wrapper" style="display:flex;margin-top:2pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(2)<div style="display:inline;">The Fund pays the Adviser a Management Fee at an annual rate of 1.60% based on the Fund's daily net assets, accrued daily and payable monthly in arrears within ten (10) business days after the end of the month. </div></div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(3)<div style="display:inline;">Shareholders indirectly bear a portion of the fees and expenses incurred by the Investment Funds in which the Fund invests. Some or all of these Investment Funds charge carried interests, incentive fees or allocations based on the investment performance (“Performance Fees”). Such Investment Funds generally charge management fees of 1.00% to 2.00% based on committed capital or net asset value, and approximately 15-20% of net profits as Performance Fees. The Acquired Fund Fees and Expenses disclosed above are based on the actual fees and expenses of the Investment Funds in which the Fund was invested for the period ended December 31, 2025, which may change substantially over time, and, therefore, significantly affect “Acquired Fund Fees and Expenses.” The 0.65% shown as Acquired Fund Fees and Expenses reflects operating expenses of the Investment Funds (e.g., management, administration and professional fees and other fixed fees and expenses of the Investment Funds), excluding any Performance Fees. </div></div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(4)<div style="display:inline;">Interest Payments on Borrowed Funds is based on the use of leverage in the form of bank borrowings equal to 0.00% of the Fund’s total net assets and the current annual interest rate on bank borrowings of 6.50%. The actual amount of interest expense borne by the Fund will vary over time in accordance with the level of the Fund’s use of bank borrowings and variations in market interest rates. Interest expense is required to be treated as an expense of the Fund for accounting purposes. See “Investment Program—Leverage.”</div></div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(5)<div style="display:inline;">The Fund has adopted a distribution and shareholder services plan (the “Distribution and Shareholder Services Plan”) and pays the Distribution and Shareholder Servicing Fee under such plan. The maximum annual rates at which the Distribution and Shareholder Servicing Fees may be paid under the Distribution and Shareholder </div></div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:3.333%;visibility:hidden;word-break:keep-all;display:inline-flex;justify-content:flex-start;"><div style="display:inline;">Services Plan (calculated as a percentage of the Fund’s average daily net assets attributable to each of the Class S Shares and Class U Shares) is 0.85% for Class S Shares and 0.75% for Class U Shares, of which 0.25% is a shareholder servicing fee and the remaining portion, if any, is a distribution fee. Class I Shares are not subject to any distribution and/or shareholder servicing fee under the Distribution and Shareholder Services Plan. See “Plan of Distribution.”</div></div><div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(6)<div style="display:inline;">Other Expenses include all other expenses incurred by the Fund, such as professional fees relating to legal, tax and audit expenses; Fund operating expenses such as transfer agency fees, custody fees, administration fees, trustee fees, and non-interest related credit facility fees (amortization of debt acquisition costs); and expenses relating to the offering and sale of Shares. Other expenses are based on estimated amounts for the Fund’s current fiscal year.</div></div></div><div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(7)<div style="display:inline;">Includes amounts paid under an administration agreement (the “Administration Agreement”) between the Fund and StepStone Private Wealth as administrator (the “Administrator”). Under the Administration Agreement, the Fund pays the Administrator an administration fee (the “Administration Fee”) in an amount up to 0.180% on an annualized basis of the Fund’s net assets. From the proceeds of the Administration Fee, the Administrator pays UMB Fund Services, Inc. (the “Sub-Administrator”) a sub-administration fee (the “Sub-Administration Fee”) in an amount up to 0.08% on an annualized basis of the Fund’s net assets, subject to a minimum annual fee. The Sub-Administration Fee is paid pursuant to a sub-administration agreement and a fund accounting agreement each between the Administrator and the Sub-Administrator. The Administration Fee is accrued daily based on the value of the net assets of the Fund as of the close of business on each business day (including any assets in respect of shares that is repurchased by the Fund on such date) and payable in arrears within ten business days after the end of the month. The Sub-Administration Fee is calculated in a manner substantially similar to the Administration Fee and is payable monthly in arrears.</div></div> percentage of purchase amount 0.035 0 0 as a percentage of the Fund’s average net assets attributable to Shares 0.016 0.016 0.016 0.0065 0.0065 0.0065 0 0 0 0.0085 0 0.0075 0.0066 0.0066 0.0066 0.0376 0.0291 0.0366 Some or all of these Investment Funds charge carried interests, incentive fees or allocations based on the investment performance (“Performance Fees”). Such Investment Funds generally charge management fees of 1.00% to 2.00% based on committed capital or net asset value, and approximately 15-20% of net profits as Performance Fees. The Acquired Fund Fees and Expenses disclosed above are based on the actual fees and expenses of the Investment Funds in which the Fund was invested for the period ended December 31, 2025, which may change substantially over time, and, therefore, significantly affect “Acquired Fund Fees and Expenses.” The 0.65% shown as Acquired Fund Fees and Expenses reflects operating expenses of the Investment Funds (e.g., management, administration and professional fees and other fixed fees and expenses of the Investment Funds), excluding any Performance Fees. <div class="item-list-element-wrapper" style="display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:3.333%;text-align:left;">(6)<div style="display:inline;">Other Expenses include all other expenses incurred by the Fund, such as professional fees relating to legal, tax and audit expenses; Fund operating expenses such as transfer agency fees, custody fees, administration fees, trustee fees, and non-interest related credit facility fees (amortization of debt acquisition costs); and expenses relating to the offering and sale of Shares. Other expenses are based on estimated amounts for the Fund’s current fiscal year.</div></div> EXAMPLE:Below is an example of the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical $1,000 investment in each class of Shares, assuming that: (1) the Fund’s annual operating expenses and offering expenses remain at the levels set forth in the table above, except to reduce annual expenses upon completion of organization and offering expenses; (2) the annual return before fees and expenses is 5.00%; (3) the net return after payment of fees and expenses is distributed to shareholders and reinvested at NAV; and (4) your financial intermediary does not directly charge you transaction or other fees. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <table style="margin-left:auto;border-spacing:0;table-layout:auto;width:100.0%;border-collapse:separate;margin-right:auto;"> <tr style="visibility:collapse;"> <td style="width:34.947%;box-sizing:content-box;"></td> <td style="width:10.942%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:9.882%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.242%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:10.582%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:13.403%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">If You SOLD Your Shares</td> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">1 Year</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">3 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">5 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">10 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class S</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">72</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">146</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">222</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">421</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class I</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">29</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">90</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">153</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">323</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class U</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">37</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">112</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">189</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">391</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;">If You HELD Your Shares</td> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;text-indent:10pt;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">1 Year</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">3 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">5 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">10 Years</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class S</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">72</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">146</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">222</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">421</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class I</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">29</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">90</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">153</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">323</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td colspan="2" style="padding-top:0.01in;text-indent:10pt;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">Class U</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">37</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">112</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">189</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:left;">$</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;text-align:center;">391</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;text-align:left;"> </td> </tr> </table> 72 146 222 421 29 90 153 323 37 112 189 391 72 146 222 421 29 90 153 323 37 112 189 391 Investment ObjectivesThe Fund’s investment objectives are to seek current income and long-term capital appreciation by offering investors access to a global investment portfolio of private infrastructure assets.Investment StrategyThe principal elements of the Fund’s investment strategy include: (i) allocating the assets of the Fund largely among Infrastructure Assets via Secondary Investments, Co-Investments, and to a modest extent, Primary Investments; (ii) seeking to manage the Fund’s investment level and liquidity using a commitment strategy which will balance total returns with reoccurring distributions and liquidity targets; and (iii) managing risk through ongoing monitoring of the Fund’s portfolio and active portfolio construction. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. For purposes of this 80% policy, the Fund will include (i) investments in specific Infrastructure Assets, (ii) investments in companies that invest primarily in Infrastructure Assets and (iii) investments in private investment funds (“Investment Funds”) that invest primarily in Infrastructure Assets. In addition, the Fund intends to count the value of any money market funds, cash, other cash equivalents or U.S. Treasury securities with remaining maturities of one year or less that cover unfunded commitments to invest equity in Investment Funds or special purpose vehicles controlled by unaffiliated general partners that will acquire an Infrastructure Asset, in each case that the Fund reasonably expects to be called in the future, as qualifying Infrastructure Assets for purposes of its 80% policy. The Fund’s 80% policy is non-fundamental and can be changed without Shareholder approval upon 60 days' prior notice, provided that the Fund provides such notice in advance of a repurchase offer and such repurchase offer is not oversubscribed. The Fund must review its portfolio investments at least quarterly. If, subsequent to an investment, the Fund identifies that the requirements to its 80% policy are no longer met, the Fund will make future investments in a manner that will bring it into compliance with its 80% policy as soon as reasonably practicable. Asset Allocation. StepStone employs an asset allocation strategy that seeks to benefit from the spread of the Fund’s investments across infrastructure investments that vary across industry sectors and geographies. Infrastructure investments are generally characterized as core, core plus and value-add investment strategies, as further described below. The Fund’s Infrastructure Assets will mainly comprise of core plus and value-add investment strategies.<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Core: Considered the most stable form of infrastructure equity investing, as these assets tend to be the most essential to society or otherwise largely risk mitigated through a higher degree of cash flow predictability. Returns are derived primarily from income, with limited upside through capital gains, and assets are commonly held for the longer term (more than seven years). Revenues and cash flow are generally governed by either rate regulation or long-term contracts with highly creditworthy counterparties, such as governments, municipalities and major industrial companies.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Core Plus: These assets have some similarities with core infrastructure; however, there is generally more variability associated with the cash flows of core plus assets. Income is still typically a component of overall returns, but there is potential for greater capital appreciation. The holding period for core plus assets is typically more than six years. Core plus infrastructure may involve asset expansion or platform growth but the majority of value is typically derived from a relatively mature asset base. Core plus could also reflect a “build to core” strategy, where the assets would have a higher risk-return profile during a development, construction, and early operations stage, but ultimately qualify as a core asset for the long-term hold period.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Value-Add: These investments typically include assets that have a material growth, expansion or repositioning orientation. The holding period for most value-add infrastructure typically ranges from five to seven years. Returns are primarily from capital appreciation rather than ongoing income.</div></div>Commitment Strategy. The Advisers plan to manage the Fund’s commitment strategy to reduce the amount of uninvested cash (or “cash drag”) associated with the underlying investments. In the majority of Primary Investments, commitments are made to the fund, and the investments are completed over a three- to six-year investment period, depending on the fund. As a result, a portion of the committed capital remains uninvested in the form of unfunded commitments. Primary Investments in which the Fund invests typically experience a “J-Curve” – the tendency to deliver negative returns and cash flows in the early years (due to the fund’s investment-related expenses and fees) and to deliver positive returns and positive cash flows later in the fund’s life as its portfolio companies mature and are sold. In order to alleviate this dynamic during the early years, the Fund intends to rely heavily on purchases of Secondaries where all or a substantial portion of the capital has already been invested and Co-Investments where the capital is largely deployed at the time of commitment. The Fund will also invest in Seasoned Investments, which are investments made after the Investment Fund has already invested a portion of its capital commitments. Seasoned Investments share many characteristics with, and are evaluated by the Fund in a similar manner as, secondary purchases because Seasoned Investments are made later in an Investment Fund’s lifecycle. As Seasoned Investments are made later in an Investment Fund’s lifecycle than typical primaries, these investments, like secondary purchases, may receive earlier distributions, and the investment returns from these investments may exhibit to a lesser degree the delayed cash flow and return “J-Curve” performance associated with primary investments. In addition, Seasoned Investments may enable the Fund to deploy capital more readily with less blind pool risk than investments in typical primaries. Lastly, over time, the Fund may make commitments to Primary Investment funds that have deployed a substantial portion of their commitments prior to the time of the Fund’s commitment. The Fund treats these Primary Investment fund commitments as Secondaries given the substantial deployment of the Primary Investment’s capital, similar to a Seasoned Investment. In certain cases, the Fund may make a Secondary Investment that is contingent upon a primary investment to which the secondary investment is “stapled,” and in such circumstances, the Adviser will treat the entire transaction (including the stapled primary) as a Secondary Investment when funded.The commitment strategy will aim to keep the Fund substantially invested and to minimize cash drag where possible by making commitments based on anticipated future distributions from investments. The Fund will employ an “over-commitment” strategy, whereby the Fund may commit to making investments in Secondaries, Co-Investments and Primary Investments in an amount that exceeds the ability of the Fund to contribute in full at the time of making the commitment, which could result in an insufficient cash supply to fund unfunded commitments to the applicable Investment Funds. See “Risk Factors—Principal Risks Related to Private Market Assets—Commitment Strategy.” The commitment strategy will also take other anticipated cash flows into account, such as those relating to new subscriptions, the redemption of Shares by Shareholders and distributions to Shareholders. To forecast portfolio cash flows, the Advisers will utilize a proprietary model that incorporates historical data, actual portfolio observations, insights, and forecasts by the Advisers.Risk Management. The long-term nature of infrastructure investments requires a commitment to ongoing risk management. The Advisers seek to monitor the performance of the Fund’s assets and developments at the level of the individual portfolio companies that are material positions held by the Fund. By tracking commitments, capital calls, distributions, valuations, and other pertinent details, the Advisers seek to use a range of techniques to reduce the risk associated with the commitment strategy. These techniques may include, without limitation:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Investing across assets at different parts of fund lifecycles through the use of Secondary Investments, Co-Investments and Primary Investments.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Managing cash and liquid assets to meet the Fund’s liquidity needs.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Modeling and actively monitoring cash flows to avoid cash drag and maintain maximum appropriate levels of investment and commitment.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Seeking to establish credit lines to provide backup liquidity to be in the position to satisfy liquidity needs, including repurchase requests under the share repurchase program, consistent with the limitations and requirements of the 1940 Act.</div></div>To enhance the Fund’s liquidity, particularly in times of possible net outflows through the repurchase of Shares, the Advisers may from time to time determine to sell certain of the Fund’s assets in the secondary market, which could potentially result in the assets, or a portion thereof, being sold at a discounted value. If the Fund sells a portion of an asset at a discounted value, the retained portion, if not expected to be sold, would not be marked down to the discounted price. For a discussion of potential adjustments to the fair value of the retained portion of an asset of which a portion is sold at a discounted value, see “Calculation of Net Asset Value.” In implementing the Fund’s liquidity management program, so as to minimize cash drag while providing the necessary liquidity to support the Fund’s private markets investment strategies and potential Repurchase of Shares, the Advisers may invest a portion of the Fund’s assets in securities and vehicles that are intended to provide an investment return while offering better liquidity than typical private markets investments. The liquid assets may include both fixed income and equities as well as public and private vehicles that derive their investment returns from fixed income and equity securities.Subsidiaries. The Fund invests in entities (1) that are primarily controlled by the Fund; and (2) that primarily engage in investment activities in securities or other assets (each such entity, a “Subsidiary”). A Subsidiary is “primarily controlled” by a fund when (a) the registered fund controls the unregistered entity within the meaning of Section 2(a)(9) of the 1940 Act; and (b) the registered fund’s control of the unregistered entity is greater than that of any other person. In addition, the Fund does not intend to create or acquire primary control of any entity which primarily engaged in investment activities in securities or other assets, other than entities wholly-owned or majority-owned by the Fund. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole member or shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund.The Fund does not expect that any Subsidiary will be required to register as an investment company under the 1940 Act. The Fund expects that any investment advice provided by an investment adviser to a Subsidiary of the Fund would be provided by the Fund’s investment adviser and the Fund’s Board will consider any investment advisory services provided to a Subsidiary of the Fund in connection with the Board’s annual consideration of the Fund’s investment advisory agreement. Any investment advisory agreement for a Subsidiary will comply with Section 15 of the 1940 Act, including that (i) such investment advisory agreement will be approved by the Fund’s Board and (ii) such investment advisory agreement between the Subsidiary and its investment adviser will be filed as an exhibit to the Registration Statement.The Fund will comply with Section 8 and Section 18 of the 1940 Act, governing investment policies and capital structure and leverage, respectively, on an aggregate basis with any Subsidiary and, accordingly, will treat any Subsidiary’s debt as the Fund’s own debt. Any Subsidiary also would comply with Section 17 of the 1940 Act relating to affiliated transactions and custody. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies.Infrastructure Asset ClassThe Fund’s strategy involves investing in a range of Infrastructure Assets across multiple sponsors and investment types. The portfolio will consist of Infrastructure Assets that vary across industry sectors and geographies allocated strategically by StepStone.The Fund intends to make direct and indirect investments in equity and debt interests across a variety of Infrastructure Assets such as:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Communication and digital infrastructure (e.g.,towers, data centers and fiber).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Natural capital (e.g., sustainable agriculture and sustainable forestry).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Power generation and midstream (e.g., gas generation, fuel transportation and storage).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Renewables and energy transition investments (e.g.,wind and solar, energy storage and distributed energy).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Social infrastructure (e.g., waste management, healthcare and education).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Transportation and logistics (e.g., toll roads, airports and seaports).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Utilities (e.g., electricity distribution and transmission, district heating and cooling and water).</div></div>The Fund will look to access attractive industry themes and tailwinds by tracking the evolving market and the emerging strategies of a diverse pool of Investment Managers. Outlined below are examples of current sector themes expected to support key investment focus areas of the Fund. In select cases, the Fund may allocate a portion of its investments to other private market asset classes, including but not limited to real estate, private equity and private debt. The Fund will also seek to construct a balanced portfolio across mainly developed economies, with a focus on North America and Europe. While maintaining a generally balanced portfolio across these exposures is a focus of the Fund’s investment strategy, the Advisers will also be continuously assessing the relative attractiveness of the risk / return profile of each Fund opportunity and will look to tactically tilt the portfolio in situations where market dynamics make it attractive to do so, while still seeking to avoid over-concentration. Risks associated with investment in geographical locations, emerging markets and sector concentration are further described in the “Risk Factors” section below.The Fund’s investment objectives and strategies are non-fundamental and may be changed without Shareholder approval. For a complete description of the Fund’s fundamental policies, see “Fundamental Policies” and “Other Fundamental Policies” in the SAI.Real Assets Asset ClassThe real assets asset class includes infrastructure, natural capital and natural resource investments, among other hard asset categories. A common thread across the sub-strategies is that investments typically feature hard assets that are often capital intensive, as well as a component of current yield and an expected insulation of the underlying asset’s appreciation against the effects of inflation. The mix of current yield and growth across the underlying assets will vary depending on the specific asset class and stage of development of the underlying assets.Infrastructure refers to a broad category of investments typically featuring attractive investment characteristics such as essential services or high barriers to entry, relatively durable demand, regulated returns or long term contracted cash flow and long useful lives, with an expected component of current yield as assets mature and often an insulation of the underlying assets against the effects of inflation. Infrastructure assets may include, among other asset types, communication/digital infrastructure, power generation and midstream, renewables & energy transition investments, social infrastructure, transportation and logistics and utilities.Natural capital is viewed as an attractive complement to the Fund’s other assets, with its focus on sustainable agriculture, sustainable forestry and other sustainable natural assets. Sustainable agriculture consists of investments in farmland and related supply chain assets, along with biological assets (e.g., crops and livestock) that produce food, fiber, and renewable energy feedstocks. These investments focus on sustainably leveraging the productive capacity of the land base, and supply chains to transform and distribute production to processors, retailers, and industrial buyers, as well as related appreciation of farmland and supply chain assets. Sustainable forestry investments focus on safely and sustainably producing raw materials necessary for production of goods while leveraging sustainable business practices. These materials include outputs such as timber products and pulp for the manufacture of paper products. These investments, along with other real asset investments, have often shown historical returns with a positive correlation to inflation, a low or negative correlation to public and private equities and debt, and low volatility in their overall return profile with resilient asset value attributes through economic and financial cycles.44 According to MSCI, Bloomberg, Burgiss, J.P. Morgan Asset Management. Private Equity is time weighted returns from Burgiss. Global equities: MSCI AC World Index. Global Bonds: Bloomberg Global Aggregate Index. All correlation coefficients are calculated based on quarterly total return data for the period June 6, 2008 – September 30, 2025 (Returns are denominated in USD). Data is based on availability as of January 31, 2026. U.S. Core Real Estate: NCREIF Property Index – Open End Diversified Core Equity component. Global Infrastructure Infra). MSCI Global Quarterly Infrastructure Asset Index. While most Infrastructure Assets benefit in some way from defensive characteristics, in the form of essential services, barriers to entry, contracted cash flows or regulated returns, the risk and return profile of infrastructure investments does differ across sectors and strategies, and assets are often grouped into a few key categories, reflecting these differences.Expected Positioning of Select Sectors5<img alt="img112314129_1.jpg" src="img112314129_1.jpg" style="width:539px;height:311px;"/> Real Estate Asset ClassPrivate real estate is a common term for unregistered real estate investments made through privately negotiated transactions. Similar to investments in the infrastructure asset class, real estate investments generally provide investment returns with a mix of current yield and growth across the underlying assets. The ultimate mix will vary depending on the stage of development of the underlying assets. Real estate investments are typically equity investments in the underlying real estate property, but in some cases, may also involve the debt/mortgages supporting the properties.Private Equity Asset ClassPrivate equity is a common term for investments that are typically made in non-public companies through bespoke, privately negotiated transactions. Private equity investments may be structured using a range of financial instruments, including common and preferred equity, subordinated debt and warrants, or other instruments, depending on the strategy of the investor and the financing requirements of the company. Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio efficiency. Large pension funds, endowments and other sophisticated institutional investors commonly invest a meaningful portion of their overall portfolios in private equity.5 For illustrative purposes only. Sectors may differ in risk and return from the above. Target gross returns are hypothetical and are neither guarantees nor predictions or projections of future performance. Future performance indications and financial market scenarios are no guarantee of current or future performance. There can be no assurance that such target will be achieved or that the investment will be able to implement its investment strategy, achieve its investment objectives or avoid substantial losses.The private equity market is diverse and can be divided into several different segments, each of which may exhibit distinct characteristics based on combinations of various factors. These include the type and financing stage of the investment, the geographic region in which the investment is made and the vintage year. The Fund may invest in all segments of private equity on a global basis.Private Debt Asset ClassPrivate debt is a common term for loans and similar investments typically made in private companies that are generally negotiated directly with the borrower. Private debt investments may be structured using a range of financial instruments, including but not limited to, first and second lien senior secured loans, unitranche debt, unsecured debt, and structurally subordinated instruments. From time to time these investments might include equity features such as warrants, options, common stock or preferred stock, depending on the strategy of the investor and the financing requirements of the company or asset. The Fund’s private debt investments may be rated below investment grade by rating agencies or would be rated below investment grade if they were rated and are sometimes referred to as “junk.” Below investment grade securities have predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal. See “Risk Factors—Principal Risks Related to an Investment in the Fund—High Yield Securities and Distressed Securities.” The global capital markets have undergone substantial structural changes since the 2008-2009 global financial crisis. Where once banks were dominant providers of credit, their relative size is in secular decline, thus creating an opportunity for other providers of capital. In addition, a new regulatory regime surrounding bank balance sheets has placed greater emphasis on the private non-bank lending sector - this capital is increasingly provided by pension funds and insurance companies who maintain an allocation to this asset class. The Fund may invest in all forms of private debt on a global basis.Why InfrastructureThe Advisers believe investors should consider the following factors when considering an investment in the Fund.Essential Services are Resilient to Economic Cycles:User demand patterns for Infrastructure Assets tend to be relatively stable given the essential nature of these services. Therefore, we believe they tend to exhibit a lower correlation to economic cycles. According to MSCI, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities.6Inflation Hedge: Most regulated infrastructure assets, and many non-regulated infrastructure assets, include inflation-indexed user pricing which effectively passes on the impact of inflation to the end-user. We believe that infrastructure assets tend to perform better in inflationary environments as inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments.Diversified End-User Base: The ultimate end-users of infrastructure assets are generally a widely diversified group of individuals, such as local populations and communities and worldwide travelers utilizing essential services which reduces some risks associated with market and customer concentration and variability in demand.High Barriers to Entry: Infrastructure typically requires a high level of initial capital investment and have relatively long useful lives, and this acts as a significant impediment to potential competitors entering the market. We believe that these assets may enjoy monopolistic or quasi-monopolistic market positioning, and it may be economically unsound, or legally prohibited, to build a competing facility, such as an airport, toll-road or timberland farm.6 According to MSCI, Bloomberg, Burgiss, J.P. Morgan Asset Management. Private Equity is time weighted returns from Burgiss. Global equities: MSCI AC World Index. Global Bonds: Bloomberg Global Aggregate Index. All correlation coefficients are calculated based on quarterly total return data for the period June 6, 2008 – September 30, 2025 (Returns are denominated in USD). Data is based on availability as of January 31, 2026. U.S. Core Real Estate: NCREIF Property Index – Open End Diversified Core Equity component. Global Infrastructure Infra). MSCI Global Quarterly Infrastructure Asset Index.Long-term Cash Flow Predictability: Regulated and heavily contracted business models often provide long-term revenue visibility to infrastructure investments.Sustainability Tailwinds: Infrastructure assets are playing an important role in the transition to net zero emissions supporting decarbonization across numerous industries, in particular energy generation and storage, transportation and carbon sequestration through natural capital related opportunities.Key Trends in InfrastructureInfrastructure Assets can be broadly described as economic and social necessities that deliver services and products needed to improve society’s quality of life, social well-being, and safety. The U.S. economy, for example, relies on a vast network of transportation, power and communications infrastructure; however, much of the systems currently in place were built decades ago, and economists assert that delays and rising maintenance costs are limiting economic performance. Many are reaching the end of their lifespan and are potentially overstretched. In addition to the threat to human safety, inadequately maintained roads, trains, and waterways substantially limit economic productivity. Similar infrastructure investment opportunities exist in other major economies around the world.Infrastructure is not only an essential part of healthy and productive communities and economies today but is also one of the most important areas of investment for addressing the challenges of tomorrow. Challenges around climate change, communication and digital infrastructure, healthcare and urbanization may be addressed through major public and private investment in infrastructure. It is estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 2040.7 We believe this substantial need for infrastructure investment is driven by the overall growth of the global economy and by a number of global, secular trends, such as:Digitalization: Connectivity and data consumption have become essential to everyday life and are fundamental to global economic activity and growth. Data is the core currency of the digital economy, and its consumption continues to grow exponentially, which drives and sustains the need to invest in areas such as mobile towers, data centers, fiber optics and digital services.<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Mobile Towers: Telecommunications infrastructure, or wireless and cellular infrastructure, connects all facets of economic activity. A societal desire for mobility is driving wireless carriers to build denser networks in order to meet speed and capacity demands, which in turn require new cell sites, more equipment, more fiber, and higher bandwidth connectivity.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Data Centers: Rapid growth in the demand for data consumption and storage is driving an expansion of data centers worldwide. The rapid ascent of large language models and the use of Artificial Intelligence (AI), Internet of Things (IoT), online gaming, 5G connectivity, autonomous driving capabilities, big data analytics, among others, are key trends driving the need for more reliable, energy-efficient and secure data storage. Modern data centers are rapidly evolving from centralized, on-premise facilities managed by IT departments to hyperscale data centers hosting public cloud services. While investments in data centers require regional strategies, we believe the need for additional data center investment is nearly universal.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Fiber Optics: There is significant growth opportunity and investment potential in expanding internet access and increasing adoption, as well as the need to upgrade existing connections to improve reliability and speed. Building out the fiber optic networks will require substantial investment from private companies.</div></div>7 Global Infrastructure Outlook: Infrastructure Investment Needs, June 2018.Decarbonization: The importance of decarbonization has emerged as an essential part of the global economy and will require substantial investment in decarbonization technology.<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Renewable Energy Transition: The global energy mix is shifting from fossil fuels to renewables. There is an abundance of both public and private organizations with a commitment to decarbonize the economy or “reach net zero” by 2050. This will require substantial investments in physical infrastructure assets including clean and renewable energy systems such as wind, solar and hydro, energy efficiency, energy storage, clean transportation, green building systems, waste management and recycling, sustainable agriculture and aquaculture along with systems and technology to enable support for biodiversity and ecosystems.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Electrification Revolution: The electrification trend could be one of the biggest growth opportunities in the industrial economy in light of the number of areas that may need to be developed, expanded or modernized. Within two decades, cars, buildings and systems will use clean electricity backed by renewable energy sources. With several new electrification themes converging, residential, commercial and municipal markets may need to revamp their outdated systems, store energy and modernize power grids.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Internet of Things (“IoT”): To increase infrastructure and capacity, while decreasing carbon emissions in cities, we believe that a paradigm shift will occur. Cities will likely use digitization and wireless technology to operate smarter, producing and distributing energy more efficiently and prioritizing renewable energy. By leveraging IoT, municipal assets can be monitored in real-time and controlled remotely, residents can actively track their energy consumption, for example through smart metering infrastructure, and cities can control when and where power is needed.</div></div>Demographics: We believe that a substantial portion of U.S. infrastructure is in a state of disrepair, due to years of underinvestment and changing urbanization trends. Suburbs, medium-sized cities, and even small towns are experiencing significant growth, straining already limited budgets and policymakers are looking to private investment to build and repair critical infrastructure.<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Growing Population: By the year 2050, the global population is expected to increase by another 20%, to more than 9.7 billion people.8 An increasing population is likely to increase demand for services, increase infrastructure usage, expand seasons of consumption for certain goods and services and decrease available downtime for maintenance and repairs. The need to accommodate this increase in the global population will drive substantial investment in new and existing infrastructure.</div></div>8 United Nations: Department of Economic and Social Affairs, 2017. <div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Urbanization: We believe that continued urbanization in advanced economies will be one of the biggest drivers of infrastructure spending over the next few decades. According to the World Economic Forum,9 more than half the global population lives in cities, a figure that is expected to rise to 80% by 2050. Rising urban migration and the continued expansion of mega cities globally may require sustained infrastructure investment in railroads, highways, bridges, ports, airports, water, power, energy and telecommunications.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Changing Generational Preferences: Younger generations often have different expectations for infrastructure than older citizens. Support for mass transit and public transportation is often as much as 10% higher among Millennials than Baby Boomers. Millennials also plan to monitor their consumption more closely and hope to adopt new energy products and services, including renewable sources like solar and wind. Changing generational preferences should have a substantial influence over future decisions to not only modernize transportation systems and utilities but also incentivize their use.</div></div>Investment TypesThe Fund makes investments in equity and debt interests in Infrastructure Assets through the various investment types described below.Secondary InvestmentsSecondary Investments or “Secondaries” typically refer to investments in either existing private investment funds or individual operating companies, projects or properties through the acquisition of an existing interest by one investor from another in a negotiated transaction, which are referred to as limited partner-led (or “LP-led”) secondaries. In so doing, the buyer will acquire the existing interest and take on any future funding obligations in exchange for future returns and distributions. There is also a growing general partner-led (or “GP-led”) secondary market, which has evolved toward strip sales and Continuation Vehicles with general partners structuring a vehicle that allows for continued participation in the growth of the remaining assets, or a specific asset, beyond a fund’s traditional exit time frame.Because Secondary Investments are generally made when a Primary Investment is three-to-seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature. Since its inception, StepStone has invested in Secondary Investments that were 70-75% deployed on average. Thus, they are not typically expected to exhibit the initial decline in NAV associated with primaries and may reduce the impact of the “J-Curve” associated with private market investing.Open-Ended Funds typically refer to investments in evergreen or long duration structures, where the interest of one or multiple investors is acquired by another investor, or an interest is acquired by an investor through the provision of growth capital, in both cases typically at NAV. For the purposes of the Fund strategy, Open-Ended Funds are considered Secondary Investments, given they are, similarly, the acquisition of an interest in what is typically a mature portfolio, and all, or the majority, of capital is deployed at the time of investment, and therefore the impact of the “J-Curve” is expected to be mitigated. There can be no assurance that any or all Secondary Investments made by the Fund will exhibit this pattern of investment returns, and realization of later gains is dependent upon the performance of each Investment Fund’s portfolio investments.The Fund will also invest in Seasoned Investments, which are investments made after the Investment Fund has already invested a portion of its capital commitments. Seasoned Investments share many characteristics with, and are evaluated by the Fund in a similar manner as, secondary purchases because Seasoned Investments are made later in an Investment Fund’s lifecycle. As Seasoned Investments are made later in an Investment Fund’s lifecycle than typical primaries, these investments, like secondary purchases, may receive earlier distributions, and the investment returns from these investments may exhibit to a lesser degree the delayed cash flow and return “J-curve” performance associated with primary investments. In addition, Seasoned Investments may enable the Fund to deploy capital more readily with less blind pool risk than investments in typical primaries. In certain cases, the Fund may make a secondary investment that is contingent upon a primary investment to which the secondary investment is 9 World Economic Forum: Cities and Urbanization, 4/26/2022.“stapled,” and in such circumstances, the Adviser will treat the entire transaction (including the stapled primary) as a secondary investment when funded.The market for purchasing Investment Funds on the secondary market may be very limited and competitive, and the strategies and Investment Funds to which the Fund wishes to allocate capital may not be available for secondary investment at any given time. Purchases of Investment Funds on the secondary market may be heavily negotiated and may create additional transaction costs for the Fund.The Advisers leverage their longstanding and intimate relationships with general partners of Investment Funds and intermediaries to source and diligence investments in Secondary Investments. See “—General Due Diligence” below for additional information. After the Advisers complete their diligence on, and obtain all internal approvals for, a Secondary Investment, the Fund will submit a binding letter of intent to acquire the investment in the Secondary Investment. If the offer is accepted by the seller (i.e., the limited partner in an LP-led transaction or the general partner in a GP-led secondary transaction), the Fund and the seller negotiate and finalize the legal documentation to close the transaction. Prior to submitting a binding letter of intent in an LP-led secondary transaction, the Fund will obtain the consent of the general partner of a Secondary Investment to effectuate the transfer of the interest in the Secondary Investment from an existing limited partner to the Fund, unless such transfer does not require the consent of the Secondary Investment’s general partner. While it is possible that a general partner may not consent to the transfer of the interest to the Fund in an LP-led secondary transaction, this risk is mitigated by the fact that LP-led secondaries are often directed to the Advisers by the general partner of the Secondary Investment and, in many cases, funds managed by the Advisers are pre-approved as secondary buyers by the general partner of the Secondary Investment. The Fund will value its investments in Secondary Investments and other Private Market Assets at fair value. See “Calculation of Net Asset Value.” Secondary Investments may be acquired at a discount to the Investment Fund’s NAV. Secondary Investments acquired at a discount will be marked up to the most recent NAV reported by the applicable Investment Manager when the Fund next determines its daily NAV, resulting in an unrealized gain. Such unrealized gains will increase the Fund’s NAV and performance by the difference between the most recent NAV reported by the Investment Manager and the negotiated purchase price. Risks associated with an Investment Manager’s reported valuations are included in “Risk Factors—Principal Risks Related to Private Market Assets—Valuation of the Fund’s Interests in Investment Funds.” To the extent any gains on the Secondary Investment, including the gains resulting from negotiated purchases at a discount, are realized, the tax impact to shareholders is disclosed in “Tax Aspects.”The secondary market continues to evolve and expand. Secondaries may include various structures by which the Fund gains exposure to private markets including those described above and others that share some of the same characteristics. The Fund may invest in the equity or debt of structured transactions such as collateralized fund obligations or similar investment vehicles (“CFOs”) that own existing funds and co-investments. Such CFOs would be considered Secondary Investments by the Fund. The Fund may also invest in open-end or closed-end funds and similar investment vehicles, which may be evergreen funds with existing assets at the time of the Fund’s investment. Co-InvestmentsCo-Investments involve either directly, or through a special purpose vehicle, acquiring an equity or debt interest in an operating company, project or property generally alongside an investment by an Investment Manager. Co-Investments are generally structured such that the lead and co-investors collectively hold a controlling interest of the operating company, project or property. Capital committed to a Co-Investment is typically invested immediately, mitigating J-Curve and creating a more predictable cash flow dynamic, but equity Co-Investments may also involve a commitment to fund additional capital under certain circumstances.Primary InvestmentsPrimary Investments, or “primaries,” typically refer to investments in newly established private market funds that are early in their lifecycle and have typically not yet begun investing. Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the Fund and utilized to finance its investments in portfolio companies during a predefined period. A private market fund’s NAV will typically exhibit a “J-Curve,” undergoing a decline in the early portion of the fund’s lifecycle as investment-related expenses and fees accrue prior to the realization of investment gains from portfolio investments, with the trend typically reversing in the later portion of the fund’s lifecycle as portfolio investments are sold and gains from investments are realized and distributed. There can be no assurance that any or all primary investments made by the Fund will exhibit this pattern of investment returns and realization of later gains is dependent upon the performance and disposition of each Primary Investment’s portfolio investments. Private equity and real asset Primary Investment funds typically range in duration from ten to twelve years, including extensions, while private debt Primary Investment funds typically range in duration from eight to ten years. Underlying investments in portfolio investments generally have a three to six year range of duration with potentially shorter periods for private debt or longer for infrastructure investments.Primary Investments are generally closed-end funds and only accept new investments during a finite period. Typically, Investment Managers will not launch new funds more frequently than every two-to-four years. Market leaders generally offer multiple primary investments each year, but they may not offer funds within a given geography or that pursue a certain strategy in any particular year. Accordingly, many funds managed by top-tier private market firms will be unavailable for a primary investment at any given time. Because of the limited timeframe of opportunity for investment in any given fund, having a well-established relationship with an Investment Manager is critically important for primary investors.General Due DiligenceStepStone uses a range of resources to identify and source promising Infrastructure Assets. StepStone’s investment approach is based on the extensive diligence conducted by its research professionals while leveraging the capabilities of the entire StepStone organization and its potential access to superior information.StepStone focuses on identifying opportunities at the intersection of high-quality opportunities, Investment Manager expertise and the Firm’s informational advantage. StepStone will assess the relative attractiveness of different strategies, sectors and geographies based on durable investment themes that it believes will outperform over the Fund’s long-term investment horizon. Shorter-term opportunistic allocations will also be utilized to seek to capitalize on near-term market trends.The due diligence process is driven by StepStone’s entire global team, which meets bi-weekly to review, prioritize and analyze investment opportunities. Investment review typically involves a contribution from StepStone’s sector experts, Investment Manager coverage teams and the assigned deal team. Once a deal has been identified as a potential transaction, the deal team summarizes the opportunity in a report. Each report is reviewed, and the team prioritizes the opportunity accordingly. StepStone’s investment committee, which composes of senior investment professionals responsible for making final investment approvals and ensuring that there is consistency across investment decisions and client portfolios, will conduct a detailed review of each investment that has advanced into the due diligence stage, with the due diligence report serving as a framework for these discussions. Through this process, StepStone can identify the most attractive opportunities and focus their resources on the most promising transactions.The Fund’s investment due diligence process generally is expected to include these elements:Secondary Investments<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Independent financial modeling on an asset-by-asset basis (each underlying portfolio company), where applicable, to validate both projected multiple and internal rate of return assumptions.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Research and analysis of the assets, sectors and strategies related to the Investment Fund, and the effect on underlying portfolio positions.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Assessment of the managerial capability of the Investment Manager and the quality of the Investment Fund, including the Investment Manager’s ability and bandwidth for managing the existing portfolio towards liquidity.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Responsible Investment Due Diligence.</div></div>Co-Investments<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:6.667%;text-align:left;">•<div style="display:inline;">Independent financial modeling as a means of testing and validating the business plan assumptions and projections, exit returns and valuations.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Comparative analysis through review and the assigning of a risk score, considering key quantitative and qualitative risk factors including, but not limited to, regulatory risk, technology risk and market risk.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Industry research (including evaluation of market size, potential growth and competitive dynamics).</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Assessment of the Investment Manager’s suitability for the investment and the managerial capability and depth at the underlying asset level.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Responsible Investment Due Diligence.</div></div>Primary Investments<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Evaluation of the Investment Manager’s experience and resources to establish their ability to implement its investment strategy, through team, platform and performance assessments, discussions with third party references (including the Investment Manager community, limited partner community, and portfolio company founders), Investment Manager interviews, and other fund manager meetings.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Evaluation of the proposed investment strategy for appropriateness to the investment environment.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Detailed review of the Investment Managers prior track record, including individual investment partner level attribution, and projection modeling for historical funds.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Assessment of operational support and bandwidth for managing the existing portfolio.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Responsible Investment Due Diligence.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Evaluation of fund terms with a particular focus on alignment of interests between the Investment Manager and limited partners.</div></div>For each transaction, the assigned investment team gathers and reviews available information on the historical track record and all underlying assets. To facilitate this process, StepStone utilizes the SPI platform, which tracks over 19,000 general partners across 52,000 Investment Funds and 293,000 investments in underlying companies/assets garnered from the over 5,700 annual Investment Manager meetings the Firm holds per year. This database is populated with information StepStone has gathered from Investment Manager partner meetings, due diligence materials, quarterly reports, annual meetings, marketing materials and other sources. Through these sources, StepStone believes that it has access to significantly more information than most investors and provides a distinctive advantage when evaluating a potential investment.The Advisers also continue to monitor the assets by meeting with Investment Managers, attending annual meetings, serving on portfolio companies’ investment boards, reviewing financial reports and meeting with portfolio companies’ management teams. Based on these interactions, the Advisers will periodically update expectations of return and liquidity of each asset of the Fund.The Fund limits its investments in private equity funds and hedge funds that rely on the exclusion from the definition of “investment company” in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (“Private Investment Companies”) to no more than 15% of the Fund’s total assets at the time of investment. The Fund’s investments in Secondary Investments, Co-Investments and Primary Investments that hold Infrastructure Assets are not considered Private Investment Companies. In addition, the Fund’s investments in Infrastructure Assets made through special purpose vehicles formed by a third-party manager to invest in a particular Infrastructure Asset will not be considered Private Investment Companies. Responsible Investment Due DiligenceStepStone has fully integrated Responsible Investment ("RI") processes into its investment due diligence and decision-making across all asset classes and strategies. RI encompasses the consideration of material factors often grouped into environmental, social, governance, and where relevant, impact/real world outcome considerations. RI due diligence sits alongside StepStone's comprehensive operational due diligence process. Composed of leaders from across the organization, the Responsible Investment Committee provides oversight and direction for StepStone's responsible investment process. Among other things, it reviews RI due diligence within applicable investment memoranda before they are submitted to the relevant Investment Committee. Primary InvestmentsFor primary investments, StepStone performs a review of each fund manager and fund’s RI policy, implementation and monitoring framework. StepStone evaluates the level of commitment, accountability and leadership engagement across the fund manager. StepStone seeks to understand how aligned their RI processes are to established external frameworks and how specific material risks and opportunities are considered. Further, StepStone evaluates their RI monitoring and reporting systems. Where relevant, for impact strategies, StepStone layers on an additional layer of due diligence focused on the quality of the fund manager’s impact practices.Co-InvestmentsWith respect to StepStone's co-investments, StepStone completes an RI assessment at both the manager and asset level. StepStone uses several tools to complete the latter, including information from the manager and company, along with industry-specific Sustainabilty Accounting Standards Board materiality standards, and for specific sectors information from GRESB. Post investment, StepStone monitors the co-investment’s performance focusing on material financial and RI factors. The majority of this monitoring is conducted through an annual questionnaire and regular engagement with the fund manager supplemented by Limited Partner Advisory Committees of which StepStone is a member. SecondariesWith respect to secondary transactions, StepStone utilizes primary RI assessments where available, along with an evaluation of the RI risk and opportunities of the key, value-driving assets. Due diligence timelines are often compressed for secondary transactions. As such, StepStone's platform creates a significant advantage due to the breadth of information StepStone typically already has on the fund manager in a secondary transaction.Portfolio AllocationIn allocating the Fund’s capital, the Advisers seek to maximize the risk adjusted returns to the Shareholders. The overall portfolio construction seeks to achieve targeted returns while also being able to provide 5% quarterly liquidity, and also minimizing volatility for investors. Capital is allocated within differing types of infrastructure investments to optimize risk, return, volatility, correlation and liquidity using equity and debt investments with varying levels of duration. Portfolio allocations are achieved through using a combination of Secondary Investments, Co-Investments and Primary Investments. Existing and new investments are dynamically evaluated to assess the blended risk, return and liquidity profile of the Fund.In allocating the Fund’s capital, the Advisers seek to use the resources and capabilities they have assembled to build a diversified portfolio of investments that seeks to mitigate the effects of the J-Curve to maximize risk adjusted returns to the Shareholders. Portfolio construction is the first level of the risk management process. At a high level, the planning for portfolio construction is intended to consider medium- to long-term secular and macroeconomic risks, and how they are likely to impact the infrastructure market. A fundamental premise of the Fund’s investment strategy is to prioritize a proactive sourcing approach for all forms of Infrastructure Assets, driven by a thoughtful portfolio construction plan.The projected asset allocation targets reflect the current assessment of sub-classifications within the context of an appropriately diversified portfolio. Over shorter periods, the portfolio composition may reflect the allocation of capital more opportunistically in accordance with the Fund’s investment objectives. The Advisers expect that the Fund’s asset allocation will tilt more heavily toward Secondary Investments and Co-Investments.Asset Allocation Targets <table style="margin-left:auto;border-spacing:0;table-layout:auto;width:100.0%;border-collapse:separate;margin-right:auto;"> <tr style="visibility:collapse;"> <td style="width:80.236%;box-sizing:content-box;"></td> <td style="width:1.94%;box-sizing:content-box;"></td> <td style="width:17.824%;box-sizing:content-box;"></td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Investment Type</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Target Range</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">Secondary Investments</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">40-80%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">Co-Investments</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">20-50%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">Primary Investments</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0-10%</td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Asset Class</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Target Range</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">Infrastructure Assets</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">90-100%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">Other Assets</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0-10%</td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Geographic Region</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Target Range</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;">North America</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">30-60%</td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Europe</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">30-60%</td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;white-space:pre-wrap;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Rest of World</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">0-20%</td> </tr> </table> The Fund’s assets are global, although the Fund expects to invest principally in North America-domiciled and European-domiciled investments. Over time, the Fund may have exposure to developing or emerging markets. There can be no assurance that all investment types will be available, will be consistent with the Fund’s investment objectives, will satisfy the Advisers’ pricing and due diligence considerations or will be selected for the Fund.While the Fund actively pursues Co-Investments, the Fund’s allocations to Investment Funds may be made in the form of capital commitments which are called down by an Investment Fund over time. Thus, in general, the Fund’s private markets allocation will consist of both funded and unfunded commitments. Only the funded private market commitments are reflected in the Fund’s NAV. Over time, the allocation ranges and commitment strategy may be adjusted based on the Advisers’ analysis of the private markets, the Fund’s existing portfolio at the relevant time, and other pertinent factors.The Firm’s Allocation PolicyAllocation decisions may arise when there is more demand from the Fund and other StepStone clients for a particular investment opportunity, such as the capacity in an Investment Fund or a Co-Investment, than supply. StepStone employs an allocation policy designed to ensure that all of its clients will be treated fairly and equitably over time. The portfolio managers have discretion to lower the allocation as appropriate for portfolio construction purposes.With respect to Primary Investment funds, StepStone uses its best efforts to defer the allocation decision to the relevant Investment Manager, mitigating the potential conflict. In Secondary Investments, StepStone typically manages the allocation of the transactions across its clients. Under the StepStone allocation policy, if clients are similarly situated, considering all relevant facts and circumstances, allocations will be made pro rata based on the proportion budgeted for such investment by each client to the total amount of capital offered to all clients in the particular investment. Allocation of Co-Investments is a hybrid of StepStone’s approach on Investment Funds; in certain cases, Co-Investments are allocated by the Investment Manager leading the transaction, while in others StepStone has the ability to allocate the transaction across its clients, in which case the allocation method outlined with respect to secondaries is used. Due to these processes, StepStone does not believe there is a material risk of a conflict arising in the area of allocations that would disadvantage the Fund relative to another StepStone client. With respect to evergreen funds such as the Fund, StepStone may evaluate the deployment pace, investment budget and portfolio plan of such client more frequently than annually.Importantly, StepStone’s allocation process is managed independently by StepStone’s Investment Operations team and ratified by StepStone’s Legal and Compliance department.LeverageThe Fund is currently party to a credit facility and may borrow through other arrangements for a range of purposes. The Fund does not currently intend to borrow under the credit facility, but in the future it may use leverage to manage timing issues in connection with the acquisition of its investments (e.g., to provide the Fund with temporary liquidity to acquire Private Market Assets in advance of the Fund’s receipt of proceeds from the realization of other Private Market Assets or additional sales of Shares) or for investment purposes.On April 22, 2026, the Fund entered into a senior secured credit agreement (the “MUFG Credit Agreement”) with MUFG Alternative Fund Services (Cayman) Limited (“MUFG”), as the administrative agent, Mitsubishi UFJ Trust & Banking Corporation, London Branch, as sole lead arranger and lender, and the other lenders party thereto from time to time, to provide the Fund with a revolving credit facility (the “Credit Facility”). The Credit Facility has an initial commitment of $300 million with an accordion provision allowing the Fund to increase the aggregate commitment up to $500 million, subject to satisfaction of certain conditions. Borrowings under the Credit Facility are collateralized by certain assets held by the Fund. The purpose of the Credit Facility is to provide short-term working capital, primarily to bridge the timing of the Fund's acquisition of Private Market Assets in advance of the receipt of investor subscriptions. Borrowings under the Credit Facility generally bear interest on each loan at a rate per annum equal to the three-month term SOFR, plus 2.80% (the “Applicable Margin”). The Credit Facility has an unused fee (“Unused Fee”) of 0.70% per annum on the average daily amount by which the aggregate commitment exceeds the greater of outstanding borrowings or the Minimum Utilization Amount. The Minimum Utilization Amount is equal to 15% of the aggregate commitments under the Credit Facility. In addition, the Fund is required to pay a minimum utilization fee equal to the Applicable Margin on the average daily amount by which the Minimum Utilization Amount exceeds the outstanding borrowings when outstanding borrowings are less than the Minimum Utilization Amount. The scheduled termination date of the MUFG Credit Agreement is April 21, 2028, subject to any extensions or termination events described therein. The MUFG Credit Facility includes a provision for extension by an additional twelve months annually, beginning one year after the closing date. The Fund's credit facility with Texas Capital Bank allowing the Fund to borrow up to $160 million from a syndicate of lenders was terminated effective April 22, 2026. The Fund’s borrowings will at all times be subject to the Asset Coverage Requirement. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the “Asset Coverage Requirement”). This requirement means that the value of the investment company’s total indebtedness may not exceed one third the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached.The Fund’s assets may also utilize leverage in their investment activities. Borrowings at the individual investment level are not subject to the Asset Coverage Requirement. Accordingly, the Fund’s portfolio may be exposed to the risk of highly leveraged investment programs of certain assets and the volatility of the value of Shares may be great, especially during times of a “credit crunch” and/or general market turmoil, such as that experienced during late 2008 or the recent global pandemic. In general, the use of leverage by the Fund’s assets may increase the volatility of their values and of the value of the Shares. See “Risk Factors—Principal Risks Related to an Investment in the Fund—Leverage Utilized by the Fund.” To the extent the Fund enters into derivative transactions that have leverage embedded in them, the Fund must comply with Rule 18f-4 under the 1940 Act, which, among other things, requires the Fund to either use derivatives in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. See “Investment Policies and Practices—Other Risks—Regulation of Derivatives” in the SAI. RISK FACTORSGeneralThe value of the Fund’s total assets may be expected to fluctuate in response to fluctuations in the value of the Infrastructure Assets in which the Fund invests. Discussed below are the principal risks that the Advisers and the Fund believe are associated with an investment in the Share’s and the Fund’s investments in Infrastructure Assets. In addition, the Fund may also make these types of investments pending the investment of assets in Infrastructure Assets or to maintain the liquidity necessary to effect repurchases of Shares. When the Fund takes a defensive position or otherwise makes these types of investments, it may not achieve its investment objectives.Principal Risks Related to an Investment in the Fund<div style="font-size:10pt;font-family:Times New Roman;">General Economic and Market Conditions. The value of the Fund’s total net assets should be expected to fluctuate. To the extent that the Fund’s portfolio is concentrated in securities of a single issuer or issuers in a single sector, the risk of any investment decision is increased. The use of leverage is likely to cause the Fund’s average net assets to appreciate or depreciate at a greater rate than if leverage were not used.An investment in the Fund involves a high degree of risk, including the risk that the Shareholder’s entire investment may be lost. The Fund’s performance depends upon the Advisers’ selection of Infrastructure Assets, the allocation of offering proceeds thereto and the performance of the Infrastructure Assets. The Fund’s investment activities involve the risks associated with private market investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. Unexpected volatility or lack of liquidity, such as the general market conditions that had prevailed in 2008, could impair the Fund’s profitability or result in its suffering losses.</div><div style="font-size:10pt;font-family:Times New Roman;">Limited Operating History. The Fund was recently formed and has a limited operating history. As a result, the Fund has a limited track record or history on which an investor can evaluate an investment in the Fund. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that the Fund will not achieve its investment objective and that the value of an investment could decline substantially as a consequence.</div><div style="font-size:10pt;font-family:Times New Roman;">Closed-end Interval Fund; Illiquidity of Shares. The Fund is a non-diversified, closed-end management investment company structured as an “interval fund” and designed primarily for long-term investors. The Fund is not intended to be a typical traded investment. There is no secondary market for the Fund’s Shares and the Fund expects that no secondary market will develop in the foreseeable future. An investor should not invest in the Fund if the investor needs a liquid investment. Closed-end funds differ from open-end management investment companies, commonly known as mutual funds, in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on NAV. Although the Fund, as a fundamental policy, will make quarterly offers to repurchase between 5% and 25% of its outstanding Shares at NAV, the number of Shares submitted for repurchase in connection with a repurchase offer may exceed the number of Shares the Fund has offered to repurchase, in which case not all of your Shares submitted for repurchase in that offer will be repurchased. In connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. Hence, you may not be able to sell your Shares when and/or in the amount that you desire.</div><div>Repurchase Offers Risk. The Fund is an “interval fund” and, in order to provide liquidity to shareholders, the Fund, subject to applicable law, will conduct quarterly repurchase offers of the Fund’s outstanding Shares at NAV, with the size of the repurchase offer subject to approval of the Board. In all cases, such repurchase offers will be for at least 5% and not more than 25% of its outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act. The Fund currently expects to conduct quarterly repurchase offers for 5% of its outstanding Shares under ordinary circumstances. The Fund believes that these repurchase offers are generally beneficial to the Shareholders, and repurchases may be funded from available cash, borrowings, subscription proceeds or sales of portfolio </div><div style="font-size:10pt;font-family:Times New Roman;">securities. However, repurchase offers and the need to fund repurchase obligations may affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments, which may harm the Fund’s investment performance. Moreover, diminution in the size of the Fund through repurchases may result in increased portfolio turnover and untimely sales of portfolio securities (with associated imputed transaction costs, which may be significant), and may limit the ability of the Fund to participate in new investment opportunities or to achieve its investment objective. The Fund may accumulate cash by holding back (i.e., not reinvesting) payments received in connection with the Fund’s investments. If at any time cash and other cash equivalents held by the Fund are not sufficient to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments, including liquid investments. If, as expected, the Fund employs investment leverage, repurchases of Shares would compound the adverse effects of leverage in a declining market. In addition, if the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not submit for repurchase their Shares by increasing the Fund’s expenses and reducing any net investment income. If a repurchase offer is oversubscribed, the Fund may, but is not required to, determine to increase the amount repurchased by up to 2% of the Fund’s outstanding Shares as of the date of the Repurchase Request Deadline. In the event that the Fund determines not to repurchase more than the repurchase offer amount, or if shareholders submit for repurchase more than the repurchase offer amount plus 2% of the Fund’s outstanding Shares as of the date of the Repurchase Request Deadline, the Fund will repurchase the Shares submitted for repurchase on a pro rata basis, and shareholders will have to wait until the next repurchase offer to make another repurchase request. As a result, shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer. Some shareholders, in anticipation of proration, may submit for repurchase more Shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood that proration will occur. A shareholder may be subject to market, foreign currency and other risks, and the NAV of Shares submitted for repurchase in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the NAV for Shares submitted for repurchase is determined. In addition, the repurchase of Shares by the Fund may be a taxable event to shareholders.</div><div style="font-size:10pt;font-family:Times New Roman;">Availability of Investment Opportunities. The business of identifying and structuring investments of the types contemplated by the Fund is competitive and involves a high degree of uncertainty. The availability of investment opportunities generally is subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. No assurance can be given that the Fund will be able to identify and complete attractive investments in the future or that it will be able to fully invest its subscriptions.Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high degree of uncertainty. Even if an attractive investment opportunity is identified by an Investment Manager, it may not be permitted to take advantage of the opportunity to the fullest extent desired. Other investment vehicles sponsored, managed or advised by the Advisers and their affiliates may seek investment opportunities similar to those the Fund may be seeking. The Advisers will allocate fairly between the Fund and such other investment vehicles any investment opportunities that may be appropriate for the Fund and such other investment vehicles. See “Conflicts of Interest—The Advisers.”</div><div>Leverage Utilized by the Fund. The Fund is currently party to a credit facility and may borrow money in connection with its investment activities, to satisfy repurchase requests from Shareholders and to otherwise provide the Fund with liquidity up to the Asset Coverage Requirement. The Fund does not currently intend to borrow under the credit facility, but in the future it may use leverage to manage timing issues in connection with the acquisition of its investments (e.g., to provide the Fund with temporary liquidity to acquire Private Market Assets in advance of the Fund’s receipt of proceeds from the realization of other Private Market Assets or additional sales of Shares) or for investment purposes. The Fund is currently party to the MUFG Credit Agreement, as amended from time to time, for such purposes. See “Investment Program-Leverage.”The use of leverage is speculative and involves certain risks. Although leverage will increase the Fund’s investment return if the Fund’s interest in an asset purchased with borrowed funds earns a greater return than the interest expense the Fund pays for the use of those funds, the use of leverage will decrease the return on the Fund if the Fund fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the Fund, especially in times of a “credit crunch” or during general market turmoil, such as that experienced during late 2008. The Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a </div><div style="font-size:10pt;font-family:Times New Roman;">commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Fund may terminate or refuse to renew any credit facility into which the Fund has entered. If the Fund is unable to access additional credit, it may be forced to sell its interests in Investment Funds at inopportune times, which may further depress the returns of the Fund.The 1940 Act’s Asset Coverage Requirement requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This requirement means that the value of the investment company’s total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The Fund’s borrowings will at all times be subject to the Asset Coverage Requirement.</div><div style="font-size:10pt;font-family:Times New Roman;">Tax Status. The Fund intends to maintain its qualification to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must, among other things, diversify its holdings so that, at the end of each quarter of each taxable year, (A) at least 50% of the market value of the Fund’s assets is represented by cash, cash items, U.S. government securities, securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer and (B) not more than 25% of the market value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (1) any one issuer, (2) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses, or (3) any one or more “qualified publicly traded partnerships.” As such, the Advisers typically endeavor to limit the Fund’s investments in any one investment to no more than 25% of the Fund’s gross assets (measured at the time of purchase).If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. In that case, all of its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions made to Shareholders. In addition, all distributions (including distributions of net capital gain) made to Shareholders generally would be characterized as dividend income to the extent of the Fund’s current and accumulated earnings and profits. If before the end of any taxable quarter of its taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. However, the action typically taken by RICs to avert such a failure (e.g., the disposition of assets causing the asset diversification discrepancy) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the Private Market Assets. See “Tax Aspects.”</div><div>Private Equity Investments. Private equity is a common term for investments that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments, although the Fund may also invest directly in an operating company as a lead investor or syndicate partner to an Investment Manager. The investments held by Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. However, securities of private equity funds, as well as the underlying companies these funds invest in, tend to be more illiquid, and highly speculative. Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Depending on market conditions, however, the availability of such financing may be reduced dramatically, limiting the ability of private equity funds to obtain the required financing or reducing their expected rate of return.The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private investment funds may adversely affect the value of the Fund’s investments and the ability of the Fund to implement its investment strategy (including the use of leverage). The financial services industry generally and the activities of private investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. Such scrutiny may increase the Fund’s and/or the Advisers’ legal, compliance, administrative and other related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers’ business. There can be no assurances that the Fund or the Advisers will not in the future be subject to </div><div style="font-size:10pt;font-family:Times New Roman;">regulatory review or discipline. The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse.</div><div style="font-size:10pt;font-family:Times New Roman;">Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. Our investments may consist of loans to small and/or less well-established privately held companies. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. For example, private companies:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have limited financial resources and may be unable to meet their obligations under their debt securities, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">generally, 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 a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">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.</div></div>Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time. In addition, investments in private companies tend to be less liquid. The securities of many of the companies in which we invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors only. Such securities may be subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. As a result, the relative lack of liquidity and the potential diminished capital resources of target portfolio companies may affect our investment returns.</div><div>Risks of Concentration. To the extent that the Fund’s portfolio has significant exposure to securities of a single issuer or issuers in a single sector, the risk of any investment decision is increased. The Fund is concentrated (i.e., invests 25% or more of the value of its total assets) in Infrastructure Assets. See “Investment Policies, Practices and Risks—Fundamental Policies” in the SAI for additional information regarding the Fund’s concentration policy. By concentrating the Fund’s investments in Infrastructure Assets, the Fund’s performance will be more closely impacted by the performance of a particular market segment than if the Fund was not concentrated in Infrastructure Assets. The Fund’s concentration in these investments may present more risks than if it were more broadly diversified over numerous industries and sectors of the economy. A broad downturn in investments tied to Infrastructure Assets would have a larger impact on the Fund than on a fund that does not concentrate in such investments. See “Infrastructure Sector Risk” below.</div><div style="font-size:10pt;font-family:Times New Roman;">The Fund’s exposure to a single sector could increase significantly in the event that the fair value of an operating company investment increases, as determined in accordance with the Valuation Policy (as defined below), which may occur in the context of an initial public offering or other announced capital markets activity or financing activity for an operating company. As a result of such increase in an operating company’s fair value, the operating company may constitute a significant portion of the Fund’s portfolio even though the Fund has not made an additional investment in the operating company. To the extent the operating company is in a sector other than the infrastructure sector, the Fund may be limited in its ability to make additional investments in such sector because the Fund is permitted to concentrate only in Infrastructure Assets. In addition, we may invest in an Investment Fund that concentrates its investments in specific industry sectors. This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the industry sectors of concentration.</div><div style="font-size:10pt;font-family:Times New Roman;">Infrastructure Sector Risk. The Fund may invest, directly or indirectly, in infrastructure. Infrastructure Assets may be subject to a variety of risks, not all of which can be foreseen or quantified, including: (i) the burdens of ownership of infrastructure: (ii) local, national and international political and economic conditions; (iii) the supply and demand for services from and access to infrastructure; (iv) the financial condition of users and suppliers of Infrastructure Assets; (v) changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of Infrastructure Assets difficult or impracticable; (vi) changes in regulations, planning laws and other governmental rules; (vii) changes in fiscal and monetary policies; (viii) under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix) reduced investment in public and private infrastructure projects; and (x) other factors which are beyond the reasonable control of the Fund. Many of the foregoing factors could cause fluctuations in usage, expenses and revenues, causing the value of investments to decline and a material adverse effect on an Investment Fund’s or Co-Investment’s performance.Specific Infrastructure Assets in which the Fund invests may be subject to the following additional risks:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Communication infrastructure companies are subject to risks involving changes in government regulation, competition, dependency on patent protection, equipment incompatibility, changing consumer preferences, technological obsolescence and large capital expenditures and debt burdens.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Energy infrastructure companies are subject to adverse changes in fuel prices, the effects of energy conservation policies and other risks, such as increased regulation, negative effects of economic slowdowns, reduced demand, cleanup and litigation costs as a result of environmental damage, changing and international politics and regulatory policies of various governments. Natural disasters or terrorist attacks damaging sources of energy supplies will also negatively impact energy infrastructure companies.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with such regulations and delays or failures in receiving required regulatory approvals. The enactment of new or additional regulatory requirements may negatively affect the business of a social infrastructure company.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Transportation infrastructure companies can be significantly affected by economic changes, fuel prices, labor relations, insurance costs and government regulations. Transportation infrastructure companies will also be negatively impacted by natural disasters or terrorist attacks.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Utilities company revenues and costs are subject to regulation by states and other regulators. Regulatory authorities also may restrict a company’s access to new markets. Utilities companies may incur unexpected increases in fuel and other operating costs. Utilities companies are also subject to considerable costs associated with environmental compliance, nuclear waste clean-up and safety regulation.</div></div></div><div>Real Estate Investments. The Fund may invest, directly or indirectly, in real estate. The decline in the broader credit markets following the market turmoil in 2008 related to the sub-prime mortgage dislocation caused the global financial markets to become more volatile and the United States real estate market was dramatically </div><div>impacted as a result. Future dislocations in the real estate credit markets with the broad-based stress in the global real estate industry could create a difficult operating environment for owners of real estate in the near term and investors should be aware that the general risks of investing in real estate may be magnified.Real estate assets are subject to risks associated with the ownership of real estate, including (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates. Many real estate companies utilize leverage, which increases investment risk and could adversely affect a company’s operations and market value in periods of rising interest rates. The value of securities of companies in the real estate industry may go through cycles of relative under-performance and over-performance in comparison to equity securities markets in general.There are also special risks associated with particular real estate sectors, or real estate operations generally, as described below:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Retail Properties. Retail properties are affected by the overall health of the economy and may be adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, changes in spending patterns and lease terminations.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Office Properties. Office properties are affected by the overall health of the economy, and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Industrial Properties. Industrial properties are affected by the overall health of the economy and other factors such as downturns in the manufacture, processing and shipping of goods and other factors that impact the transportation sector, such as trade policy.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Hospitality Properties. The risks of hotel, motel and similar hospitality properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. Hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Healthcare Properties. Healthcare properties and healthcare providers are affected by several significant factors, including federal, state and local laws governing licenses, certification, adequacy of care, pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations, continued availability of revenue from government reimbursement programs and competition on a local and regional basis. The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government reimbursements. Major governmental policy changes to the U.S. healthcare system could have a material adverse impact on the healthcare industry and the Fund’s real estate and other investments relating to this sector.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Multifamily Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage interest rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Residential Properties. Residential properties can be significantly affected by the national, regional and local real estate markets. This segment of the real estate industry also is sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. Thus, residential properties can be </div></div></div><div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:7.14323979728499%;visibility:hidden;word-break:keep-all;display:inline-flex;justify-content:flex-start;"><div style="display:inline;">significantly affected by changes in government spending, consumer confidence, demographic patterns and the level of new and existing home sales.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Shopping Centers. Shopping center properties are dependent upon the successful operations and financial condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy could cause significant revenue loss, including the loss of revenue from smaller tenants with co-tenancy rights. Like others in the commercial real estate industry, community centers are subject to environmental risks and interest rate risk. They also face the need to enter into new leases or renew leases on favorable terms to generate rental revenues. Community center properties could be adversely affected by changes in the local markets where their properties are located, as well as by adverse changes in national economic and market conditions.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Self-Storage Properties. The value and successful operation of a self-storage property may be affected by a number of factors, such as the ability of the management team, the location of the property, the presence of competing properties, changes in traffic patterns and effects of general and local economic conditions with respect to rental rates and occupancy levels.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Data Centers. Data center properties are subject to the risk of becoming obsolete based upon changing technology and the high investment cost of such assets.</div></div>Other factors may contribute to the risk of real estate investments:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:10pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Development Issues. Real estate property development creates exposure to risks, such as the risk that there will be insufficient tenant demand to occupy newly developed properties, and the risk that prices of construction materials or construction labor may rise materially during the development.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Lack of Insurance. Real estate investments may fail to carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance, or insurance in place may be subject to various policy specifications, limits and deductibles. Should any type of uninsured loss occur, the real estate investments could lose its investment in, and anticipated profits and cash flows from, a number of properties and, as a result, adversely affect the Fund’s investment performance.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Dependence on Tenants. The value of real estate investments’ properties and the ability of these investments to make distributions to their shareholders depends upon the ability of the tenants at the properties to generate enough income in excess of their tenant operating expenses to make their lease payments. Changes beyond the control of the real estate investments may adversely affect their tenants’ ability to make their lease payments and, in such event, would substantially reduce both their income from operations and ability to make distributions that directly or indirectly impact the Fund.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Financial Leverage. Real estate investments may be highly leveraged and financial covenants may affect the ability of real estate investments to operate effectively.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Environmental Issues. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a real estate investment may be considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. The existence of any such material environmental liability could have a material adverse effect on the results of operations and cash flow of any such real estate investment and, as a result, the amount available to make distributions on shares of the Fund could be reduced.</div></div>In the event of any default under a debt/mortgage held directly by the Fund, the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the debt/mortgage, which could have a material adverse effect on the Fund’s cash flow from operations </div><div style="font-size:10pt;font-family:Times New Roman;">and limit amounts available for distribution to the Fund’s shareholders. In the event of the bankruptcy of a debt/mortgage borrower, the debt/mortgage to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a debt/mortgage can be an expensive and lengthy process, which could have a substantial negative effect on the Fund’s anticipated return on the foreclosed debt/mortgage.</div><div style="font-size:10pt;font-family:Times New Roman;">Energy Sector Risk. The Fund’s assets may include energy sector investments, thereby exposing the Fund to risks associated with this sector. Increases or decreases in the commodity supply or demand and resulting changes in pricing related to natural gas, natural gas liquids, crude oil, coal or other energy commodities, may have a significant impact on the assets focused on this sector. Additionally, the energy sector is a highly regulated industry both domestically and internationally which can also have a material impact on the investments in this sector. Other factors that may adversely affect the value of securities of companies in the energy sector include operational risks, challenges to exploration and production, competition, inability to make accretive acquisitions, significant accident or event that is not fully insured at a company, natural depletion of reserves, and other unforeseen natural disasters.Energy sector investments are affected by worldwide energy prices and costs related to energy production. These investments may have significant operations in areas at risk for natural disasters, social unrest and environmental damage. These investments may also be at risk for increased government regulation and intervention, energy conservation efforts, litigation and negative publicity and perception.</div><div style="font-size:10pt;font-family:Times New Roman;">Utilities Sector. The Fund’s assets may include utilities sector investments, thereby exposing the Fund to risks associated with this sector. Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate changes will adversely affect such companies’ earnings and dividends when costs are rising. Other factors that may adversely affect the value of securities of companies in the utilities sector include interest rate changes, supply and demand fluctuations, technological developments, natural resources conservation, and changes in commodity prices, which may be caused by supply and demand fluctuations or other market forces.</div><div style="font-size:10pt;font-family:Times New Roman;">Special Situations and Distressed Investments. We may, directly or indirectly, invest in securities and other obligations of companies that are in special situations involving significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. There is no assurance that we or an Investment Manager will correctly evaluate the value of the assets securing these debt investments or the prospects for a successful reorganization or similar action in respect of any company. In any reorganization or liquidation proceeding relating to such companies, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. Troubled company investments and other distressed asset-based investments require active monitoring.</div><div style="font-size:10pt;font-family:Times New Roman;">Venture Capital and Growth Equity. We may invest in venture capital and growth equity. Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses.Growth equity is usually classified by investments in private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. As a result of the risks associated with advancing the company’s growth plan, investors can expect a higher return than might be available in the public markets, but also need to recognize the business and financial risks that remain in advancing the company’s commercial aspirations. For both venture capital and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development.</div><div style="font-size:10pt;font-family:Times New Roman;">Agriculture and Forestry Sector Risk. Investments in agriculture/farmland are subject to various risks, including adverse changes in national or international economic conditions, adverse local market conditions, adverse natural conditions such as storms, floods, drought, windstorms, hail, temperature extremes, frosts, soil erosion, infestations and blights, failure of irrigation or other mechanical systems used to cultivate the land, financial conditions of tenants, marketability of any particular kind of crop that may be influenced, among other things, by changing consumer tastes and preferences, import and export restrictions or tariffs, casualty or condemnation losses, government subsidy or production programs, buyers and sellers of properties, availability of excess supply of property relative to demand, changes in availability of debt financing, changes in interest rates, real estate tax rates and other operating expenses, environmental laws and regulations, governmental regulation of and risks associated with the use of fertilizers, pesticides, herbicides and other chemicals used in commercial agriculture, zoning laws and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of properties, risk due to dependence on cash flow, as well as acts of God, uninsurable losses and other factors which are beyond the control of the Fund or an Investment Fund.In addition, the forestry and timber industry is highly cyclical and the market value of timber investments is strongly affected by changes in international economic conditions, interest rates, weather cycles, changing demographics, environmental conditions and government regulations, among other factors. For example, the volume and value of timber that can be harvested from timberlands is limited by natural disasters, fire, volcanic eruptions, insect infestation, disease, ice storms, windstorms, flooding and other events and weather conditions and changes in climate conditions could intensify the effects of any of these factors. Many companies in the timber and forestry industry do not insure against damages to their timberlands. This industry is also subject to stringent U.S. federal, state and local environmental, health and safety laws and regulations. Significant timber deposits are located in emerging markets countries where corruption and security may raise significant risks.</div><div style="font-size:10pt;font-family:Times New Roman;">Financial Institutions Risk. Financial institutions in which the Fund may invest, directly or indirectly, are subject to extensive government regulation. This regulation may limit both the amount and types of loans and other financial commitments a financial institution can make, and the interest rates and fees it can charge. In addition, interest and investment rates are highly sensitive and are determined by many factors beyond a financial institution’s control, including general and local economic conditions (such as inflation, recession, money supply and unemployment) and the monetary and fiscal policies of various governmental agencies such as the Federal Reserve Board. These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the institution’s ability to make financial commitments such as loans. Profitability of a financial institution is largely dependent upon the availability and cost of the institution’s funds and can fluctuate significantly when interest rates change.U.S. and global markets recently have experienced increased volatility, including as a result of the recent failures of certain U.S. and non-U.S. banks, which could be harmful to a Fund and issuers in which it invests. For example, if a bank in which the Fund or issuer has an account fails, any cash or other assets in bank accounts may be temporarily inaccessible or permanently lost by the Fund or issuer. If a bank that provides a subscription line credit facility, asset-based facility, other credit facility and/or other services to an issuer fails, the issuer could be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending institutions with similar terms. Even if banks used by issuers in which the Fund invests remain solvent, continued volatility in the banking sector could cause or intensify an economic recession, increase the costs of banking services or result in the issuers being unable to obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector are evolving, and the scope of any potential impacts to the Fund and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Fund and issuers in which it invests.</div><div style="font-size:10pt;font-family:Times New Roman;">Geographic Concentration Risks. Our investments may be concentrated in specific geographic regions. This focus may constrain the liquidity and the number of portfolio companies available for investment. In addition, our investments will be disproportionately exposed to the risks associated with the region of concentration.</div><div style="font-size:10pt;font-family:Times New Roman;">Emerging Markets. We may invest, directly and indirectly, in companies located in emerging industrialized or less developed countries or that derive their revenues principally from such countries. Risks particularly relevant to such emerging markets may include greater dependence on exports and the corresponding importance of international trade, higher risk of inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its support of economic reform programs or to impose restrictions, and less established laws and regulations regarding fiduciary duties of officers and directors and protection of investors.China is an emerging market and has demonstrated significantly higher volatility from time to time in comparison to developed markets. Investments in Chinese securities, including certain Hong Kong-listed and U.S.-listed securities, subject the Fund to risks specific to China. These risks include: (i) the risk of more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers, resulting in liquidity risk, price volatility, greater market execution risk, and valuation risk; (ii) the risk of currency fluctuations, currency non-convertibility, currency revaluations and other currency exchange rate fluctuations or blockage; (iii) the risk of intervention by the Chinese government in the Chinese securities markets; (iv) the risk of nationalization or expropriation of assets; (v) the risk that the Chinese government may decide not to continue to support economic reform programs; (vi) the risk of limitations on the use of brokers; (vii) the risk of interest rate fluctuations and higher rates of inflation; (viii) the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese issuers; and (ix) the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. Recent developments in relations between the United States and China have heightened concerns of increased tariffs and restrictions on trade between the two countries. It is unclear whether further tariffs and sanctions may be imposed or other escalating actions may be taken in the future, which could negatively impact the Fund. In addition, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund may invest. As a result of different legal standards, the Fund faces the risk of being unable to enforce its rights with respect to holdings in Chinese securities and the information about the Chinese securities in which the Fund may invest may be less reliable or complete. Chinese companies with securities listed on U.S. exchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of the securities.</div><div style="font-size:10pt;font-family:Times New Roman;">Sector Concentration. We may invest in an Investment Fund that concentrates its investments in specific industry sectors. This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the industry sectors of concentration.</div><div style="font-size:10pt;font-family:Times New Roman;">Technology Sector. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated.</div><div style="font-size:10pt;font-family:Times New Roman;">Financial Sector. Financial services companies are subject to extensive governmental regulation that may limit the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability of such companies is generally dependent on the availability and cost of capital, and it can fluctuate as a result of increased competition or changing interest rates. In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the financial markets. This situation has negatively affected many financial services companies, such as by causing such companies’ values to decline.</div><div>Currency Risk. Infrastructure Assets may include direct and indirect investments in a number of different currencies. Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in question and/or other factors. A decline in the value of the currencies in which the </div><div style="font-size:10pt;font-family:Times New Roman;">Infrastructure Assets are denominated against the U.S. dollar may result in a decrease in the Fund’s NAV. The Advisers will not elect to hedge the value of investments made by the Fund against currency fluctuations. Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations.</div><div style="font-size:10pt;font-family:Times New Roman;">Non-U.S. Risk. Certain Infrastructure Assets may include assets outside of the United States. Non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities or instruments, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Fund’s non-U.S. investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between the U.S. and non-U.S. securities markets, including higher rates of inflation, higher transaction costs and potential price volatility in, and relative illiquidity of, some non-U.S. securities markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation in some countries; (v) certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii) differing, and potentially less well developed or well-tested laws regarding creditor’s rights (including the rights of secured parties), corporate governance, fiduciary duties and the protection of investors; (viii) difficulty in enforcing contractual obligations; (ix) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (x) reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; (xi) political hostility to investments by foreign or private investment fund investors; and (xii) less publicly available information.Additionally, certain Infrastructure Assets may include or invest in foreign portfolio companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. Accordingly, information supplied regarding the Private Market Assets may be incomplete, inaccurate and/or significantly delayed. The Fund and the Investment Funds may therefore be unable to take or influence timely actions necessary to rectify management deficiencies in such portfolio companies, which may ultimately have an adverse impact on the NAV of the Fund.The Fund’s Infrastructure Assets could be negatively impacted by the current hostilities in Eastern Europe, Iran, and the escalating conflicts in other parts of the Middle East, including direct and indirect effects on their operations and financial condition. In the event these hostilities escalate, the impact could more significant. Certain of the Infrastructure Assets in which the Fund may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign governments, or the United Nations or other international organizations. In particular, as a result of recent events involving Ukraine and Russia, the United States and other countries have imposed economic sanctions on Russian sovereign debt and on certain Russian individuals, financial institutions, and others. Sanctions could result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. These sanctions could also impair the Fund’s ability to meet its investment objectives. For example, the Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, the sanctions may require the Fund to freeze its existing investments in companies operating in or having dealings with sanctioned countries, prohibiting the Fund from selling or otherwise transacting in these investments. This could impact the Fund’s ability to sell securities or other financial instruments as needed to meet shareholder redemptions. The Fund could seek to suspend redemptions in the event that an emergency exists in which it is not reasonably practicable for the Fund to dispose of its securities or to determine the value of its net assets.Similarly, certain armed conflict, territorial disputes, historical animosities, regional instability, terrorist activities and religious, ethnic and/or socioeconomic unrest, such as the conflict between Israel and Hamas and other militant groups in the Middle East and other related events, could cause significant market disruptions and volatility and disrupt regional trade and supply chains. Such developments could have a negative effect on economic growth and could result in significant disruptions in the securities markets, including securities held by the Fund.</div><div style="font-size:10pt;font-family:Times New Roman;">Illiquidity of Infrastructure Assets. There is no regular market for interest in Infrastructure Assets, which typically must be sold in privately negotiated transactions. Any such sales would likely require the consent of the applicable Investment Manager or portfolio company and could occur at a discount to the stated NAV. If the Advisers determine to cause the Fund to sell its interests in an Infrastructure Asset, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time.</div><div style="font-size:10pt;font-family:Times New Roman;">Investments in Non-Voting Stock; Inability to Vote. Under certain circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage in order to avoid becoming (i) an “affiliated person” of any Infrastructure Asset within the meaning of the 1940 Act and (ii) subject to the 1940 Act limitations and prohibitions on transactions with affiliated persons. In such cases, where only voting securities are available for purchase, the Fund will generally seek to create by contract the same result as owning a non-voting security by agreeing to relinquish or limit the right to vote in respect of its investment. The Fund may irrevocably waive its rights (if any) to vote its interest in an Infrastructure Asset. The Fund will not receive any consideration in return for entering into a voting waiver arrangement. To the extent that the Fund contractually foregoes the right to vote the relevant securities, the Fund will not be able to vote or may be able to vote only to a limited extent on matters that may be adverse to the Fund’s interests. As a result, the Fund’s influence on an Infrastructure Asset could be diminished, which may consequently adversely affect the Fund and its Shareholders. Any such waiver arrangement should benefit the Fund, as it will enable the Fund would be able to if it were deemed to be an “affiliate” of the Infrastructure Asset within the meaning of the 1940 Act.</div><div style="font-size:10pt;font-family:Times New Roman;">Nature of Portfolio Companies. Infrastructure Assets include direct and indirect investments in various companies, projects, and businesses. This may include portfolio companies in the early phases of development, which can be highly risky due to the lack of a significant operating history, fully developed product lines, experienced management, or a proven market for their products. The Fund’s investments may also include portfolio companies that are in a state of distress or which have a poor record and which are undergoing restructuring or changes in management, and there can be no assurances that such restructuring or changes will be successful. The management of such portfolio companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such portfolio companies.</div><div style="font-size:10pt;font-family:Times New Roman;">Regulatory Risks of Investment Funds. The regulatory environment for Investment Funds (and for registered investment companies investing in Investment Funds) is complex and evolving. Changes in the regulation or taxation of Investment Funds are impossible to predict and may adversely affect the value of Infrastructure Assets, the ability of the Fund to execute its investment strategy, and the ability of the Fund to offer its interests to investors who do not qualify as “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. There is no guarantee that the SEC will not require the Fund’s Shareholders to meet certain eligibility criteria in the future. Under such circumstances, any Shareholders of the Fund who are not “accredited investors” may be subject to mandatory repurchase of all of their Shares in the Fund.</div><div>Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. Our investments may consist of loans to small and/or less well-established privately held companies. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. For example, private companies:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have limited financial resources and may be unable to meet their obligations under their debt securities, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;</div></div></div><div style="font-size:10pt;font-family:Times New Roman;"><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">generally, 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 a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">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.</div></div>Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time.In addition, investments in private companies tend to be less liquid. The securities of many of the companies in which we invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors only. Such securities may be subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. As a result, the relative lack of liquidity and the potential diminished capital resources of target portfolio companies may affect our investment returns.</div><div style="font-size:10pt;font-family:Times New Roman;">First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. When we invest, directly or indirectly, in first lien senior secured loans, second lien senior secured loans, and unitranche debt of portfolio companies, we will generally seek to take a security interest in the available assets of those portfolio companies, including the equity interests of the portfolio companies’ subsidiaries. There is a risk that the collateral securing these loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. To the extent a debt investment is collateralized by the securities of a portfolio company’s subsidiaries, such securities may lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Also, in some circumstances, the Fund’s lien may be contractually or structurally subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Loans that are under- collateralized involve a greater risk of loss. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should the remedies be enforced. Finally, particularly with respect to a unitranche debt structure, unitranche debt will generally have higher leverage levels than a standard first lien term loan.</div><div>Mezzanine Investments. We may, directly or indirectly, invest in mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. However, mezzanine loans rank senior to common and preferred equity in a borrower’s capital structure. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of warrants. Due to their higher risk profile and often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine loans also may include a “put” feature, which permits the holder to sell its equity interest back to the borrower at a price determined through an agreed-upon formula. Mezzanine </div><div style="font-size:10pt;font-family:Times New Roman;">investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to six years. Mezzanine investments are usually unsecured and subordinate to other debt obligations of an issuer.</div><div style="font-size:10pt;font-family:Times New Roman;">Risks Associated with Covenant-Lite Loans. A significant number of leveraged loans in the market may consist of loans that do not contain financial maintenance covenants (“Covenant-Lite Loans”). While the Fund does not intend to invest in Covenant-Lite Loans as part of its principal investment strategy, it is possible that such loans may comprise a small portion of the Fund’s portfolio. Such loans do not require the borrower to maintain debt service or other financial ratios. Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation than is the case with loans that also contain financial maintenance covenants.</div><div style="font-size:10pt;font-family:Times New Roman;">High Yield Securities and Distressed Securities.Our Private Market Assets may include investments in fixed income securities rated investment grade or non-investment grade (commonly referred to as high yield securities or “junk” securities) and may include investments in unrated fixed income securities. Non-investment grade securities are fixed income securities rated below Baa by Moody’s Investors Service, Inc. (“Moody’s”) or below BBB by Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”), or if unrated considered by an Investment Manager to be equivalent quality. Non-investment grade debt securities in the lowest rating categories or unrated debt securities determined to be of comparable quality may involve a substantial risk of default or may be in default. Private Market Assets in non-investment grade securities expose it to a substantial degree of credit risk. Non-investment grade securities may be issued by companies that are restructuring, are smaller and less creditworthy or are more highly indebted than other companies, and therefore they may have more difficulty making scheduled payments of principal and interest. Non-investment grade securities are subject to greater risk of loss of income and principal than higher rated securities and may be considered speculative. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In the event of a default, an Investment Fund or the Fund may incur additional expenses to seek recovery. In addition, the market for lower grade debt securities may be thinner and less active than for higher grade debt securities.Certain Infrastructure Assets may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within the companies. These securities may also present a substantial risk of default. An Investment Fund’s or the Fund’s investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund or the Fund may invest may be non-investment grade (commonly referred to as junk securities), which may result in the Investment Fund or the Fund experiencing greater risks than it would if investing in higher rated instruments.</div><div style="font-size:10pt;font-family:Times New Roman;">Primary Investments. The market for Primary Investments may be very limited and competitive, and the Primary Investments to which the Fund wishes to allocate capital may not be available at any given time. Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund.</div><div>Risks Associated with Changes in Reference Rates. Certain of the Fund’s investments, payment obligations and financing terms may be based on floating interest rates, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offer Rate (“EURIBOR”), the Sterling Overnight Interbank Average Rate (“SONIA”), the Secured Overnight Financing Rate (“SOFR”), rates derived from SOFR, such as the SOFR Averages (“SOFR Averages”) published by the Federal Reserve Bank of New York (“FRBNY”), rates determined with reference to markets related to SOFR, such as the CME Term SOFR Rates (“Term SOFR”) published by the CME Group, and other similar types of reference rates (“Reference Rates”).As a result of supervisory guidance and requirements of law, regulated entities have generally ceased investing in LIBOR contracts. All LIBOR settings have ceased to be published. In April 2023, however, the United Kingdom’s Financial Conduct Authority announced that some USD LIBOR settings would continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. After September 30, 2024, the </div><div style="font-size:10pt;font-family:Times New Roman;">remaining synthetic LIBOR settings ceased to be published, and all LIBOR settings have permanently ceased. and any still outstanding instruments or investments using synthetic LIBOR settings were expected to transition to alternative floating rate Reference Rates. On March 15, 2022, the Consolidation Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), was signed into law in the United States. This legislation established a uniform benchmark replacement process for certain financial contracts that mature after June 30, 2023 that do not contain clearly defined or practicable LIBOR fallback provisions. The legislation also created a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate provided for in the LIBOR Act. Many legacy LIBOR contracts have been transitioned away from LIBOR either as a result of contractual fallbacks, negotiated amendments or as a result of the LIBOR Act. Some legacy contracts continued to use synthetic LIBOR. The discontinuance of synthetic LIBOR may have required the Fund to renegotiate credit agreements that continued to use synthetic LIBOR with the Fund’s portfolio companies, in order to replace synthetic LIBOR with an alternative Reference Rate, which may have an adverse effect on the Fund’s ability to receive attractive returns.Although the transition process away from LIBOR was increasingly well-defined in advance of LIBOR’s anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement Reference Rate with respect to LIBOR. With regards to replacement Reference Rates for LIBOR, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced in 2017 its selection of SOFR, which is intended to be a broad measure of secured overnight U.S. Treasury repo rates and certain other related Reference Rates such as the SOFR Averages or Term SOFR, as appropriate replacements for LIBOR. Similarly, bank working groups and regulators in other countries have suggested other alternatives for their markets, including the SONIA in England. No alternative Reference Rate may become generally accepted and regularly implemented in the market in the same way that LIBOR was.The elimination of a Reference Rate, including LIBOR, or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for, or value of, any securities or payments linked to those Reference Rates. The potential effect of a transition away from any Reference Rate, including LIBOR, on the Fund or the financial instruments in which the Fund may invest may not be able to be determined in advance, but will depend on a variety of factors, including (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new Reference Rates for both legacy and new products and instruments. Any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund’s performance and/or net asset value. The Fund’s business, financial condition and results of operations could be materially adversely impacted by the market transition or reform of certain Reference Rates, including LIBOR. There can be no assurances that the Fund will be able to manage its business in a profitable manner before, during or after any Reference Rate transition, such as the pending transition with respect to LIBOR.</div><div style="font-size:10pt;font-family:Times New Roman;">SOFR Risk. SOFR and other related Reference Rates such as SOFR Averages and Term SOFR may perform differently than LIBOR and other Reference Rates. SOFR and related Reference Rates such as SOFR Averages and Term SOFR are fundamentally different from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. LIBOR was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR and related Reference Rates such as SOFR Averages and Term SOFR are largely insensitive the same sort of credit-risk considerations and to short-term interest rate risks. SOFR, for example, is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR has also been more volatile at times compared to other Reference Rates like LIBOR. For these reasons, among others, there is no assurance that SOFR, or related rates such as SOFR Averages and Term SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that such SOFR-based rates will be a suitable substitute for LIBOR. All SOFR-related rates have a limited history, SOFR having been first published in April 2018. The future performance of SOFR, and SOFR-related rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.</div><div>Force Majeure Risk. Issuers may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor </div><div style="font-size:10pt;font-family:Times New Roman;">strikes). Some force majeure events may adversely affect the ability of a party (including an issuer or a counterparty to the Fund or an issuer) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Fund may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more issuers or its assets, could result in a loss to the Fund, including if its investment in such issuer is canceled, unwound or acquired (which could be without what the Fund considers to be adequate compensation). Any of the foregoing may therefore adversely affect the performance of the Fund and its investments.Similar consequences could arise with respect to other infectious diseases. </div>Principal Risks Related to Infrastructure Assets<div style="font-size:10pt;font-family:Times New Roman;">Infrastructure Investments Generally. The Fund seeks to generate above-market risk-adjusted returns through co-investments with third-party sponsors, merchant banks, institutional investors or strategic acquirers, some or all of which may have more resources than the Fund, and which may have investment in infrastructure and infrastructure-related assets.Investments will be subject to the risks incidental to the indirect ownership and operation of infrastructure assets, including risks associated with the general economic climate, geographic or market concentration, climatic risks, the ability of the third-party sponsors to manage the investment, government regulations, national and international political circumstances and fluctuations in interest rates, rates of inflation or commodities’ prices such as oil. Since investments in infrastructure and similar assets, like many other types of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment.In addition, general economic conditions in relevant jurisdictions, as well as conditions of domestic and international financial markets, may adversely affect operations of the third-party co-investors and in turn, the Fund. In particular, because of the long time-lag between the approval of a project and its actual funding, a well-conceived project may, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment.There can be no assurance that the Investments will be profitable or generate cash flow sufficient to provide a return on or recovery of amounts invested therein.</div><div style="font-size:10pt;font-family:Times New Roman;">Sector Risks. Portfolio companies may operate in highly competitive markets dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. Portfolio companies in which the Fund invests may also be subject to additional infrastructure sector risks, including (i) the risk that technology employed will be not be effective or efficient, (ii) the risk of equipment failures, failure to perform according to design specifications, failure to meet expected levels of efficiency, fuel interruptions, loss of sale and supply contracts; (iii) changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers or other counterparties, and tort liability; (iv) risk of changes of values of infrastructure sector companies; (v) risks associated with employment of personnel and unionized labor; (vi) political and regulatory considerations and popular sentiments that could affect the ability of the Fund to buy or sell investments on favorable terms; and (vii) other unanticipated events which adversely affect operations.The occurrence of events related to any of the foregoing could have a material adverse effect on the Fund and its Co-Investments. These and other inherent business risks could affect the performance and value of Co-Investments.</div><div>Environmental, Health and Safety Risks.Infrastructure assets are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. Certain statutes, rules and regulations might require Co-Investments to address environmental contamination, including soil and groundwater contamination, resulting from the release of fuel, hazardous materials or other pollutants, to control </div><div style="font-size:10pt;font-family:Times New Roman;">other forms of environmental pollution such as air, surface water, wastewater, and noise pollution, or otherwise to incur significant capital or operating expenditures to comply with environmental, health, and safety requirements. Any current or past non-compliance with such requirements could subject the underlying assets of a Co-Investment to material administrative, civil, or criminal penalties or other liabilities. Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property may be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. The presence of hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.The long-term trend toward increasingly stringent environmental, health, and safety regulation could continue in the future, resulting in substantial additional costs on Co-Investments to comply with new requirements. In addition, because infrastructure assets can have a substantial environmental impact, community and environmental groups may protest about the development or operation of a Co-Investment, and these protests may induce government action to the detriment of performance of the Co-Investment. Further, ordinary operation or occurrence of an accident with respect to a Co-Investment could cause significant damage to the environment or harm to public health or safety, which may result in significant financial distress to the particular asset and ultimately affect the return on the Fund’s investment therein.While StepStone and the Investment Manager intend to exercise reasonable care to select Co-Investments that have underlying assets that do not present a material risk of current or future environmental, health, or safety liabilities, StepStone and the Investment Manager cannot rule the possibility that such liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition. Environmental, health, or safety liabilities could have a material adverse effect on the results of operations, financial condition, liquidity and prospects of the Co-Investments, and on the overall value of such Co-Investments.</div><div style="font-size:10pt;font-family:Times New Roman;">Terrorism Risk. The Fund may invest directly or indirectly in significant strategic assets. Strategic assets are assets that have a national or regional profile and may have monopolistic or oligopolistic characteristics. The very nature of these assets could generate additional risk not common in other industry sectors and could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near infrastructure facilities would likely cause significant harm to employees, assets and, potentially, the surrounding community. Insurers may offer a limited amount of or no insurance coverage for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. A terrorist attack involving the property of an infrastructure asset, or property under control of a portfolio company, may result in liability far in excess of available insurance coverage. A terrorist attack on an infrastructure asset may also have adverse consequences for all assets of that type, including the underlying assets in a Co-Investment. For example, as a result of a terrorist attack in the vicinity of an infrastructure asset, the infrastructure asset may be forced to increase preventative security measures or expand its insurance coverage, adversely affecting the profitability of investment in that asset. Similarly, a terrorist attack could cause reduced patronage, usage and demand for an entire class of infrastructure assets or for infrastructure investments in the region of the terrorist attack, which could adversely affect the profitability of the Co-Investments.</div><div>Climate Risk. Global climate change is widely considered to be a significant threat to the global economy. Infrastructure assets in particular may face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and other initiatives by international, U.S. federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose infrastructure assets to so-called “transition risks” in addition to physical risks, such as: (i) regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts); (ii) technology and market risk (e.g., declining market for products and services seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions); and (iii) reputational risk (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas </div><div style="font-size:10pt;font-family:Times New Roman;">emissions). StepStone and the Investment Manager cannot rule out the possibility that climate risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have a material adverse effect on a Co-Investment or the Fund.</div><div>Regulatory and Legal Risks. Certain of the Co-Investments may be in entities that are subject to substantial regulation by governmental agencies. The nature of this regulation exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. In addition, their operations may often rely on governmental licenses, concessions, leases or contracts that are generally very complex and may result in disputes over interpretation or enforceability. Even though most permits and licenses are obtained prior to the commencement of full project operations, many of these licenses and permits have to be maintained over the project’s life. If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be subject to monetary penalties or they may lose their rights to operate the underlying infrastructure assets, or both. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or lease may restrict their ability to operate the asset in a way that maximizes cash flows and profitability. Government entities generally have significant influence over such companies in respect of the various contractual and regulatory relationships they may have, and these government entities may exercise their authority in a manner that causes delays in the operation of the business of the infrastructure investments, obstacles to pursuit of the infrastructure investments’ strategy or increased administrative expenses. In this regard, the nature and extent of government regulation can also be a key driver of value and returns. Furthermore, permits or special rulings may be required on taxation, financial and regulatory related issues.The concessions of certain Co-Investments are granted by government bodies and are subject to special risks, including the risk that the relevant government bodies will exercise sovereign rights and take actions contrary to the rights of the Fund or the relevant portfolio company under the relevant concession agreement. Indeed, to the extent that Fund invests in assets that are governed by lease or concession agreements with governmental authorities, there is a risk that these authorities may not be able to honor their obligations under the agreement, especially over the long term. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances (such as default by the Fund or by a portfolio company) without requiring the government counterparty to pay adequate compensation. In addition, there can be no assurance that the relevant government bodies will not legislate, impose regulations or taxes or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the Co-Investments. Indeed, government counterparties may have the discretion to change or increase regulation of the operations of the Co-Investments or to implement laws, regulations or policies affecting their operations, separate from any contractual rights that the government counterparties may have. Governments have considerable discretion in implementing regulations and policies that could impact Co-Investments, and because infrastructure assets provide basic, everyday services, and face limited competition, governments may be influenced by political considerations and make decisions that adversely affect Co-Investments and their operations. Activities not currently regulated may in the future be regulated.In addition, infrastructure investments may be subject to rate regulation by government agencies because of their unique position as the sole or predominant providers of services that are often essential to the community. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. Political oversight of the sector is also likely to remain pervasive and unpredictable and, for political reasons, governments may attempt to take actions which may negatively affect the operations, revenue, profitability or contractual relationships of infrastructure investments, including through expropriation.Certain infrastructure investments may need to use public ways or may operate under easements. Under the terms of agreements governing the use of public ways or easements, government authorities may retain the right to restrict the use of such public ways or easements or to require portfolio companies to remove, modify, replace or relocate their facilities at the portfolio company’s expense. If a government authority exercises these rights, the portfolio company could incur significant costs and its ability to provide service to its customers could be disrupted, which could adversely impact the performance of the relevant Co-Investment.</div><div style="font-size:10pt;font-family:Times New Roman;">Infrastructure assets are often governed by highly complex legal contracts and documents. As a result, the risks of a dispute over interpretation or enforceability of the legal contracts and documentation and consequent costs and delays may be higher than for other types of investments. Such risks may be increased by the uncertainty of laws and their application in certain jurisdictions in which the Fund will invest. The Fund may be adversely affected by future changes in laws and regulations.Other legal risks relate to environmental issues and industrial actions or to actions by special interest groups and actions or litigation relating to the acquisition, ownership, operation and disposition of the Co-Investments that may adversely affect the Co-Investment or the value thereof. The risk of such actions or litigation may be higher with regard to infrastructure investments (which may be of a public and/or quasi-monopoly nature) compared to other investments.</div><div style="font-size:10pt;font-family:Times New Roman;">Demand and Usage Risk. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. Residual demand, usage and throughput risk can affect the performance of Co-Investments. For example, some of the Co-Investments may be subject to seasonal variations, and accordingly, the Fund’s operating results for any such Co-Investment in any particular quarter may not be indicative of the results that can be expected for such Co-Investment throughout the entire year. To the extent that StepStone’s and the Investment Manager’s assumptions regarding the demand, usage and throughput of assets prove incorrect, returns to the Fund could be adversely affected.Users of the infrastructure operated by Co-Investments may react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure may cause relevant government authorities to challenge the tolls or other usage-related fee rates. Users of infrastructure may react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and reduced usage revenues. In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on Co-Investments to reduce their tolls or other usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. StepStone and the Investment Manager cannot guarantee that government bodies with which Co-Investments have concession agreements will not try to exempt certain users’ categories from tolls or other usage-related fees or negotiate lower tolls or other usage-related fee rates. If public pressure or government action forces Co-Investments to restrict their tolls or other usage-related fee rate increases or to reduce their tolls or other usage-related fee rates, and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, the Fund’s business, financial condition and results of operations could be materially and adversely affected.The Fund may invest in Co-Investments that derive substantially all of their revenues from collecting tolls or other usage-related fees from users of such infrastructure. The tolls or other usage-related fees that are applicable to such infrastructure are set forth in the respective concession agreements entered into by or on behalf of the Fund or the relevant portfolio company and the relevant government body.After execution of a concession agreement, the relevant government bodies may seek to limit such Co-Investments’ ability to increase, or may seek to reduce, tolls or other usage-related fee rates outside the scope of the respective concession agreements, as a result of factors such as general economic conditions, negative consumer perceptions of increases in tolls or other usage-related fee rates, the prevailing rate of inflation, volume and public sentiment about prevailing tolls or other usage-related fee rates.</div><div>Valuation of the Fund’s Interests in Investment Funds. The Fund is subject to valuation risk, which is the risk that one or more of the securities in which the Fund invests are valued at prices that the Fund is unable to obtain upon sale due to factors such as incomplete data, market instability, human error, or, with respect to securities for which there are no readily available market quotations, the inherent difficulty in determining the fair value of certain types of investments. The valuation of the Fund’s investments in Investment Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. A large percentage of the securities in which the Fund invests will not have a readily ascertainable market price and will be fair valued by the Investment Manager. In this regard, an Investment Manager may face a conflict of interest in valuing the securities, as their value may affect the Investment Manager’s compensation or its ability to raise additional funds. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment Manager, the accuracy of the valuations provided by the Investment Managers, that the Investment Managers will comply with their own internal policies or procedures for keeping records or making valuations, or </div><div style="font-size:10pt;font-family:Times New Roman;">that the Investment Managers’ policies and procedures and systems will not change without notice to the Fund. As a result, an Investment Manager’s valuation of the securities may fail to match the amount ultimately realized with respect to the disposition of such securities. Shareholders should recognize that valuations of illiquid assets involve various judgments and consideration of factors that may be subjective.Secondary Investments may be acquired at a discount to the Investment Fund’s NAV. Secondary Investments acquired at a discount will be marked up to the most recent NAV reported by the applicable Investment Manager when the Fund next determines its daily NAV, resulting in an unrealized gain. Such unrealized gains will increase the Fund’s NAV and performance by the difference between the most recent NAV reported by the investment manager and the negotiated purchase price. Conversely, a Secondary Investment sold at a discount will result in a decrease in the Fund’s NAV and performance by the difference between the value of the Secondary Investment as reflected in the books and records of the Fund and the negotiated sale price. An Investment Manager’s information could also be inaccurate due to fraudulent activity, mis-valuation or inadvertent error. The Fund may not uncover errors in valuation for a significant period of time, if ever. Even if the Adviser elects to cause the Fund to sell its interests in such an Investment Fund, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, the Investment Fund Manager’s valuations of such interests could remain subject to such fraud or error, and the Adviser may determine to discount the value of the interests or value them at zero. The Investment Manager may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. </div><div>Valuations Subject to Adjustment. The Fund determines its NAV daily based upon the quarterly valuations reported by the Investment Managers typically within 45-60 days of each quarter-end, which may not reflect market or other events occurring subsequent to the quarter-end. The Adviser will fair value the Fund’s holdings in Investment Funds to reflect such events, consistent with its valuation policies and considering all appropriate factors relevant to value and all indicators of value available to the Adviser; however, the determination of fair value involves judgment and there is no guarantee the Adviser will correctly fair value such investments. Additionally, the valuations reported by Investment Managers may be subject to later adjustment or revision. For example, fiscal year-end NAV calculations of the Investment Funds may be revised as a result of audits by their independent auditors. Other adjustments may occur from time to time. The Fund’s NAV reported for regulatory purposes, may differ from the NAV and returns reported for Shareholder transactions, resulting from adjustments made in the preparation of the Fund’s financial statements in accordance with U.S. generally accepted accounting principles required at period end. Because such adjustments or revisions, whether increasing or decreasing the NAV of the Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. In other words, if the Fund’s NAV is adjusted after Shareholders have received their repurchase proceeds, the adjustment will not, in most cases, result in an adjustment to a Shareholder’s repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to the NAV of an Investment Fund adversely affect the Fund’s NAV, the remaining outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a NAV higher than the adjusted amount. Conversely, any increases in the NAV resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of Shareholders who previously had their Shares repurchased at a NAV lower than the adjusted amount.Similarly, if the Fund’s NAV is adjusted after a Shareholder purchases Shares, the adjustment generally will not result in an adjustment to the purchase price of the Shares. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to the NAV of an Investment Fund adversely affect the Fund’s NAV, a purchasing Shareholder may be adversely affected by having purchased Shares at a NAV higher than the adjusted amount. Conversely, any increases in the NAV resulting from such subsequently adjusted valuations may benefit a purchasing Shareholder who purchased Shares at a NAV lower than the adjusted amount. Furthermore, the Fund’s compliance with the asset diversification tests under the Internal Revenue Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.</div><div style="font-size:10pt;font-family:Times New Roman;">Valuation Risk. The Fund’s NAV is determined based on the valuation of its underlying investments, many of which do not have readily ascertainable market prices and are valued using fair value methodologies that necessarily involve the exercise of judgment. The Fund’s NAV is a critical component in several operational matters including computation of the Management Fee, any distribution and shareholder servicing fee, and the Administration Fee, and determination of the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses Shareholders will pay, the price a Shareholder will receive in connection with a repurchase offer and the number of Shares an investor will receive upon investing in the Fund. The legal, regulatory, disclosure, accounting, auditing and reporting standards in certain of the countries in which the Fund’s portfolio investments may differ from those in the United States and may not provide the same degree of information to investors as would generally apply in the United States. The accounting, auditing and financial reporting standards and practices applicable to foreign companies may be less rigorous, and there may be differences between financial statements prepared in accordance with those accounting standards as compared to financial statements prepared in accordance with international accounting standards. </div><div style="font-size:10pt;font-family:Times New Roman;">Termination of the Fund’s Interest in an Investment Fund. An Investment Fund may, among other things, terminate the Fund’s interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Fund in the Investment Fund would have a material adverse effect on the Investment Fund or its assets. The Fund’s over-commitment strategy may increase the risk that the Fund is unable to satisfy a capital call from an Investment Fund.</div><div>General Risks of Secondary Investments. The overall performance of the Fund’s Secondary Investments will depend in part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. There is a risk that investors exiting a Co-Investment or an Investment Fund through a secondary transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. Certain Secondary Investments may be purchased as a portfolio, and in such cases the Fund may not be able to carve out from such purchases those investments that the Advisers consider (for commercial, tax, legal or other reasons) less attractive. Where the Fund acquires a Secondary Investment, the Fund will generally not have the ability to modify or amend such Secondary Investment fund’s constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. In addition, the costs and resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments.Where the Fund acquires a Secondary Investment, the Fund may acquire contingent liabilities associated with such interest. Specifically, where the seller has received distributions from the relevant Secondary Investment fund and, subsequently, that Secondary Investment fund recalls any portion of such distributions, the Fund (as the purchaser of the interest to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such Secondary Investment fund. While the Fund may be able, in turn, to make a claim against the seller of the interest for any monies so paid to the Secondary Investment fund, there can be no assurance that the Fund would have such right or prevail in any such claim.The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to additional risks including, among other things: (i) counterparty risk, (ii) reputation risk, (iii) breach of confidentiality by a syndicate member, and (iv) execution risk.Additionally, the Fund may acquire interests in Secondary Investments through structured transactions such as collateralized fund obligations (“CFOs”) or similar investment vehicles that own existing secondaries and co-investments. These structures may impose additional administrative costs that the Fund would not have incurred had it invested in Secondary Investments directly. Secondary Investments held inside of a CFO may be subject to the risks and benefits of leverage at the CFO level. If the Fund acquires interests in a Secondary Investment fund through a CFO, the Fund may be limited in its ability to enforce its rights against such Secondary Investment fund.Daily Valuation Risk. The Fund is offered on a daily basis and calculates a daily NAV per Share. The Adviser seeks to evaluate on a daily basis material information about the Fund’s holdings; however, for the reasons noted herein, the Adviser may not be able to acquire and/or evaluate properly such information on a daily basis. Due to these various factors, the Adviser’s fair value determinations could cause the Fund’s NAV on a valuation day to </div><div style="font-size:10pt;font-family:Times New Roman;">materially differ from what it would have been had such information been fully incorporated. As a result, investors who purchase Shares may receive more or less Shares and investors who submit their Shares for repurchase may receive more or less cash proceeds than they otherwise would receive. Furthermore, the value at which the Fund’s investments can be liquidated may differ, sometimes significantly, from the valuations assigned by the Fund. In addition, the timing of liquidations may also affect the values obtained on liquidation.</div><div style="font-size:10pt;font-family:Times New Roman;">Commitment Strategy. The Fund’s investments in Secondary Investments typically will include an unfunded portion where the Fund commits to invest equity in an Investment Fund in the future, as will the Fund’s investments in Primary Investments. Similarly, the Fund’s Co-Investments may include an unfunded commitment to invest equity in special purpose vehicles or other issuers. These unfunded commitments generally can be drawn at the discretion of the general partner of the Investment Fund or other issuer subject to certain conditions (e.g., notice provisions). At times, the Fund expects that a significant portion of its assets will be invested in money market funds or other cash items, pending the calling of these unfunded commitments, as part of its risk management process to seek to ensure the Fund will have sufficient cash and cash equivalents to meet its obligations with respect to its unfunded commitments to invest equity in Investment Funds and special purpose vehicles that acquire Infrastructure Assets as they come due. The overall impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative.The Fund will employ an “over-commitment” strategy, which could result in an insufficient cash supply to fund unfunded commitments to Investment Funds. Such a short fall would have negative impacts on the Fund, including an adverse impact on the Fund’s ability to pay for repurchases of Shares submitted for repurchase by Shareholders, pay distributions or to meet expenses generally. Moreover, if the Fund defaults on its unfunded commitments or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Fund’s investment in the Investment Fund. Any failure by the Fund to make timely capital contributions in respect of its unfunded commitments may (i) impair the ability of the Fund to pursue its investment program, (ii) force the Fund to borrow, indirectly cause the Fund, and, indirectly, the Shareholders to be subject to certain penalties from the Investment Funds (including the complete forfeiture of the Fund’s investment in an Investment Fund), or (iii) otherwise impair the value of the Fund’s investments (including the devaluation of the Fund).</div><div>Allocation Risk. The Firm advises clients and sponsors, administers, manages and/or advises traditional and non-traditional investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, programs, accounts or businesses, the “Related Investment Accounts”). Certain Related Investment Accounts may have investment objectives and/or utilize investment strategies that are similar or comparable to those of the Fund (the “Related Funds”). As a result, certain investments may be appropriate for the Fund and also for other Related Investment Accounts.Decisions as to the allocation of investment opportunities among the Fund and other Related Investment Accounts present numerous inherent conflicts of interest, particularly where an investment opportunity has limited availability. In order to address these conflicts of interest, the Firm adopted allocation policies and procedures that were designed to require that all investment allocation decisions made by the investment team are being made fairly and equitably among Related Investment Accounts over time.Subject to applicable law, the Firm will allocate opportunities among the Fund and the Related Investment Accounts in its sole discretion. The Firm will determine such allocations among its Related Investment Accounts in its sole discretion in accordance with their respective guidelines and based on such factors and considerations as it deems appropriate. Subject to the foregoing and the paragraph below, available capacity with respect to each investment opportunity generally will be allocated among the various Related Investment Accounts for which the investment has been approved pro rata.The 1940 Act imposes significant limits on co-investments with affiliates of the Fund. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in privately negotiated investments. However, the SEC exemptive order contains certain conditions that limit or restrict the Fund’s ability to participate in such transactions, including, without limitation, in the event that the </div><div style="font-size:10pt;font-family:Times New Roman;">available capacity with respect to such transactions is less than the aggregate recommended allocation to the Fund and the Related Investment Accounts. In such cases, the Fund may participate in an investment to a lesser extent or, under certain circumstances, may not participate in the investment. Additionally, third parties, such as the Investment Managers of Primary Investments, may not prioritize an allocation to the Fund when faced with a more established pool of capital also competing for allocation. Ultimately, an inability to receive the desired allocation to certain Infrastructure Assets could represent a risk to the Fund’s ability to achieve the desired investment returns. See “Investment Program - The Firm’s Allocation Policy.”</div><div style="font-size:10pt;font-family:Times New Roman;">Non-Diversified Status. The Fund is a “non-diversified” investment company for purposes of the 1940 Act, which means that it is not subject to percentage limitations under the 1940 Act on the percentage of its assets that may be invested in the securities of any one issuer. The Fund’s NAV may therefore be subject to greater volatility than that of an investment company that is subject to such a limitation on diversification. </div>“J-Curve” Performance Risk. Investment Funds typically exhibit “J-Curve” performance, such that an Investment Fund’s NAV typically declines moderately or flattens during the early portion of the Investment Fund’s lifecycle as investment-related fees and expenses accrue prior to the realization of investment gains. As the Investment Fund matures and as assets are sold, the Advisers believe that the pattern typically reverses with increasing NAV and distributions. There can be no assurance, however, that any or all of the Investment Funds in which the Fund invests will exhibit this pattern of investment returns General Economic and Market Conditions. The value of the Fund’s total net assets should be expected to fluctuate. To the extent that the Fund’s portfolio is concentrated in securities of a single issuer or issuers in a single sector, the risk of any investment decision is increased. The use of leverage is likely to cause the Fund’s average net assets to appreciate or depreciate at a greater rate than if leverage were not used.An investment in the Fund involves a high degree of risk, including the risk that the Shareholder’s entire investment may be lost. The Fund’s performance depends upon the Advisers’ selection of Infrastructure Assets, the allocation of offering proceeds thereto and the performance of the Infrastructure Assets. The Fund’s investment activities involve the risks associated with private market investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. Unexpected volatility or lack of liquidity, such as the general market conditions that had prevailed in 2008, could impair the Fund’s profitability or result in its suffering losses. Limited Operating History. The Fund was recently formed and has a limited operating history. As a result, the Fund has a limited track record or history on which an investor can evaluate an investment in the Fund. The Fund is subject to all of the business risks and uncertainties associated with any new business, including the risk that the Fund will not achieve its investment objective and that the value of an investment could decline substantially as a consequence. Closed-end Interval Fund; Illiquidity of Shares. The Fund is a non-diversified, closed-end management investment company structured as an “interval fund” and designed primarily for long-term investors. The Fund is not intended to be a typical traded investment. There is no secondary market for the Fund’s Shares and the Fund expects that no secondary market will develop in the foreseeable future. An investor should not invest in the Fund if the investor needs a liquid investment. Closed-end funds differ from open-end management investment companies, commonly known as mutual funds, in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on NAV. Although the Fund, as a fundamental policy, will make quarterly offers to repurchase between 5% and 25% of its outstanding Shares at NAV, the number of Shares submitted for repurchase in connection with a repurchase offer may exceed the number of Shares the Fund has offered to repurchase, in which case not all of your Shares submitted for repurchase in that offer will be repurchased. In connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. Hence, you may not be able to sell your Shares when and/or in the amount that you desire. Repurchase Offers Risk. The Fund is an “interval fund” and, in order to provide liquidity to shareholders, the Fund, subject to applicable law, will conduct quarterly repurchase offers of the Fund’s outstanding Shares at NAV, with the size of the repurchase offer subject to approval of the Board. In all cases, such repurchase offers will be for at least 5% and not more than 25% of its outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act. The Fund currently expects to conduct quarterly repurchase offers for 5% of its outstanding Shares under ordinary circumstances. The Fund believes that these repurchase offers are generally beneficial to the Shareholders, and repurchases may be funded from available cash, borrowings, subscription proceeds or sales of portfolio securities. However, repurchase offers and the need to fund repurchase obligations may affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage of its assets in liquid investments, which may harm the Fund’s investment performance. Moreover, diminution in the size of the Fund through repurchases may result in increased portfolio turnover and untimely sales of portfolio securities (with associated imputed transaction costs, which may be significant), and may limit the ability of the Fund to participate in new investment opportunities or to achieve its investment objective. The Fund may accumulate cash by holding back (i.e., not reinvesting) payments received in connection with the Fund’s investments. If at any time cash and other cash equivalents held by the Fund are not sufficient to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments, including liquid investments. If, as expected, the Fund employs investment leverage, repurchases of Shares would compound the adverse effects of leverage in a declining market. In addition, if the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not submit for repurchase their Shares by increasing the Fund’s expenses and reducing any net investment income. If a repurchase offer is oversubscribed, the Fund may, but is not required to, determine to increase the amount repurchased by up to 2% of the Fund’s outstanding Shares as of the date of the Repurchase Request Deadline. In the event that the Fund determines not to repurchase more than the repurchase offer amount, or if shareholders submit for repurchase more than the repurchase offer amount plus 2% of the Fund’s outstanding Shares as of the date of the Repurchase Request Deadline, the Fund will repurchase the Shares submitted for repurchase on a pro rata basis, and shareholders will have to wait until the next repurchase offer to make another repurchase request. As a result, shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a particular repurchase offer. Some shareholders, in anticipation of proration, may submit for repurchase more Shares than they wish to have repurchased in a particular quarter, thereby increasing the likelihood that proration will occur. A shareholder may be subject to market, foreign currency and other risks, and the NAV of Shares submitted for repurchase in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the NAV for Shares submitted for repurchase is determined. In addition, the repurchase of Shares by the Fund may be a taxable event to shareholders. Availability of Investment Opportunities. The business of identifying and structuring investments of the types contemplated by the Fund is competitive and involves a high degree of uncertainty. The availability of investment opportunities generally is subject to market conditions as well as, in some cases, the prevailing regulatory or political climate. No assurance can be given that the Fund will be able to identify and complete attractive investments in the future or that it will be able to fully invest its subscriptions.Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high degree of uncertainty. Even if an attractive investment opportunity is identified by an Investment Manager, it may not be permitted to take advantage of the opportunity to the fullest extent desired. Other investment vehicles sponsored, managed or advised by the Advisers and their affiliates may seek investment opportunities similar to those the Fund may be seeking. The Advisers will allocate fairly between the Fund and such other investment vehicles any investment opportunities that may be appropriate for the Fund and such other investment vehicles. See “Conflicts of Interest—The Advisers.” Leverage Utilized by the Fund. The Fund is currently party to a credit facility and may borrow money in connection with its investment activities, to satisfy repurchase requests from Shareholders and to otherwise provide the Fund with liquidity up to the Asset Coverage Requirement. The Fund does not currently intend to borrow under the credit facility, but in the future it may use leverage to manage timing issues in connection with the acquisition of its investments (e.g., to provide the Fund with temporary liquidity to acquire Private Market Assets in advance of the Fund’s receipt of proceeds from the realization of other Private Market Assets or additional sales of Shares) or for investment purposes. The Fund is currently party to the MUFG Credit Agreement, as amended from time to time, for such purposes. See “Investment Program-Leverage.”The use of leverage is speculative and involves certain risks. Although leverage will increase the Fund’s investment return if the Fund’s interest in an asset purchased with borrowed funds earns a greater return than the interest expense the Fund pays for the use of those funds, the use of leverage will decrease the return on the Fund if the Fund fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in the Fund, especially in times of a “credit crunch” or during general market turmoil, such as that experienced during late 2008. The Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Fund may terminate or refuse to renew any credit facility into which the Fund has entered. If the Fund is unable to access additional credit, it may be forced to sell its interests in Investment Funds at inopportune times, which may further depress the returns of the Fund.The 1940 Act’s Asset Coverage Requirement requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This requirement means that the value of the investment company’s total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The Fund’s borrowings will at all times be subject to the Asset Coverage Requirement. Tax Status. The Fund intends to maintain its qualification to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must, among other things, diversify its holdings so that, at the end of each quarter of each taxable year, (A) at least 50% of the market value of the Fund’s assets is represented by cash, cash items, U.S. government securities, securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer and (B) not more than 25% of the market value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (1) any one issuer, (2) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses, or (3) any one or more “qualified publicly traded partnerships.” As such, the Advisers typically endeavor to limit the Fund’s investments in any one investment to no more than 25% of the Fund’s gross assets (measured at the time of purchase).If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. In that case, all of its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions made to Shareholders. In addition, all distributions (including distributions of net capital gain) made to Shareholders generally would be characterized as dividend income to the extent of the Fund’s current and accumulated earnings and profits. If before the end of any taxable quarter of its taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. However, the action typically taken by RICs to avert such a failure (e.g., the disposition of assets causing the asset diversification discrepancy) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the Private Market Assets. See “Tax Aspects.” Private Equity Investments. Private equity is a common term for investments that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments, although the Fund may also invest directly in an operating company as a lead investor or syndicate partner to an Investment Manager. The investments held by Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. However, securities of private equity funds, as well as the underlying companies these funds invest in, tend to be more illiquid, and highly speculative. Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Depending on market conditions, however, the availability of such financing may be reduced dramatically, limiting the ability of private equity funds to obtain the required financing or reducing their expected rate of return.The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private investment funds may adversely affect the value of the Fund’s investments and the ability of the Fund to implement its investment strategy (including the use of leverage). The financial services industry generally and the activities of private investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. Such scrutiny may increase the Fund’s and/or the Advisers’ legal, compliance, administrative and other related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers’ business. There can be no assurances that the Fund or the Advisers will not in the future be subject to regulatory review or discipline. The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse. Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. Our investments may consist of loans to small and/or less well-established privately held companies. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. For example, private companies:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have limited financial resources and may be unable to meet their obligations under their debt securities, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">generally, 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 a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">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.</div></div>Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time. In addition, investments in private companies tend to be less liquid. The securities of many of the companies in which we invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors only. Such securities may be subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. As a result, the relative lack of liquidity and the potential diminished capital resources of target portfolio companies may affect our investment returns. Risks of Concentration. To the extent that the Fund’s portfolio has significant exposure to securities of a single issuer or issuers in a single sector, the risk of any investment decision is increased. The Fund is concentrated (i.e., invests 25% or more of the value of its total assets) in Infrastructure Assets. See “Investment Policies, Practices and Risks—Fundamental Policies” in the SAI for additional information regarding the Fund’s concentration policy. By concentrating the Fund’s investments in Infrastructure Assets, the Fund’s performance will be more closely impacted by the performance of a particular market segment than if the Fund was not concentrated in Infrastructure Assets. The Fund’s concentration in these investments may present more risks than if it were more broadly diversified over numerous industries and sectors of the economy. A broad downturn in investments tied to Infrastructure Assets would have a larger impact on the Fund than on a fund that does not concentrate in such investments. See “Infrastructure Sector Risk” below.The Fund’s exposure to a single sector could increase significantly in the event that the fair value of an operating company investment increases, as determined in accordance with the Valuation Policy (as defined below), which may occur in the context of an initial public offering or other announced capital markets activity or financing activity for an operating company. As a result of such increase in an operating company’s fair value, the operating company may constitute a significant portion of the Fund’s portfolio even though the Fund has not made an additional investment in the operating company. To the extent the operating company is in a sector other than the infrastructure sector, the Fund may be limited in its ability to make additional investments in such sector because the Fund is permitted to concentrate only in Infrastructure Assets. In addition, we may invest in an Investment Fund that concentrates its investments in specific industry sectors. This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the industry sectors of concentration. Infrastructure Sector Risk. The Fund may invest, directly or indirectly, in infrastructure. Infrastructure Assets may be subject to a variety of risks, not all of which can be foreseen or quantified, including: (i) the burdens of ownership of infrastructure: (ii) local, national and international political and economic conditions; (iii) the supply and demand for services from and access to infrastructure; (iv) the financial condition of users and suppliers of Infrastructure Assets; (v) changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of Infrastructure Assets difficult or impracticable; (vi) changes in regulations, planning laws and other governmental rules; (vii) changes in fiscal and monetary policies; (viii) under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix) reduced investment in public and private infrastructure projects; and (x) other factors which are beyond the reasonable control of the Fund. Many of the foregoing factors could cause fluctuations in usage, expenses and revenues, causing the value of investments to decline and a material adverse effect on an Investment Fund’s or Co-Investment’s performance.Specific Infrastructure Assets in which the Fund invests may be subject to the following additional risks:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Communication infrastructure companies are subject to risks involving changes in government regulation, competition, dependency on patent protection, equipment incompatibility, changing consumer preferences, technological obsolescence and large capital expenditures and debt burdens.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Energy infrastructure companies are subject to adverse changes in fuel prices, the effects of energy conservation policies and other risks, such as increased regulation, negative effects of economic slowdowns, reduced demand, cleanup and litigation costs as a result of environmental damage, changing and international politics and regulatory policies of various governments. Natural disasters or terrorist attacks damaging sources of energy supplies will also negatively impact energy infrastructure companies.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with such regulations and delays or failures in receiving required regulatory approvals. The enactment of new or additional regulatory requirements may negatively affect the business of a social infrastructure company.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Transportation infrastructure companies can be significantly affected by economic changes, fuel prices, labor relations, insurance costs and government regulations. Transportation infrastructure companies will also be negatively impacted by natural disasters or terrorist attacks.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Utilities company revenues and costs are subject to regulation by states and other regulators. Regulatory authorities also may restrict a company’s access to new markets. Utilities companies may incur unexpected increases in fuel and other operating costs. Utilities companies are also subject to considerable costs associated with environmental compliance, nuclear waste clean-up and safety regulation.</div></div> Real Estate Investments. The Fund may invest, directly or indirectly, in real estate. The decline in the broader credit markets following the market turmoil in 2008 related to the sub-prime mortgage dislocation caused the global financial markets to become more volatile and the United States real estate market was dramatically impacted as a result. Future dislocations in the real estate credit markets with the broad-based stress in the global real estate industry could create a difficult operating environment for owners of real estate in the near term and investors should be aware that the general risks of investing in real estate may be magnified.Real estate assets are subject to risks associated with the ownership of real estate, including (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates. Many real estate companies utilize leverage, which increases investment risk and could adversely affect a company’s operations and market value in periods of rising interest rates. The value of securities of companies in the real estate industry may go through cycles of relative under-performance and over-performance in comparison to equity securities markets in general.There are also special risks associated with particular real estate sectors, or real estate operations generally, as described below:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Retail Properties. Retail properties are affected by the overall health of the economy and may be adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, changes in spending patterns and lease terminations.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Office Properties. Office properties are affected by the overall health of the economy, and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Industrial Properties. Industrial properties are affected by the overall health of the economy and other factors such as downturns in the manufacture, processing and shipping of goods and other factors that impact the transportation sector, such as trade policy.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Hospitality Properties. The risks of hotel, motel and similar hospitality properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. Hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Healthcare Properties. Healthcare properties and healthcare providers are affected by several significant factors, including federal, state and local laws governing licenses, certification, adequacy of care, pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations, continued availability of revenue from government reimbursement programs and competition on a local and regional basis. The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government reimbursements. Major governmental policy changes to the U.S. healthcare system could have a material adverse impact on the healthcare industry and the Fund’s real estate and other investments relating to this sector.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Multifamily Properties. The value and successful operation of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management team, the level of mortgage interest rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or other laws affecting such properties.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Residential Properties. Residential properties can be significantly affected by the national, regional and local real estate markets. This segment of the real estate industry also is sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. Thus, residential properties can be </div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:7.14323979728499%;visibility:hidden;word-break:keep-all;display:inline-flex;justify-content:flex-start;"><div style="display:inline;">significantly affected by changes in government spending, consumer confidence, demographic patterns and the level of new and existing home sales.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Shopping Centers. Shopping center properties are dependent upon the successful operations and financial condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy could cause significant revenue loss, including the loss of revenue from smaller tenants with co-tenancy rights. Like others in the commercial real estate industry, community centers are subject to environmental risks and interest rate risk. They also face the need to enter into new leases or renew leases on favorable terms to generate rental revenues. Community center properties could be adversely affected by changes in the local markets where their properties are located, as well as by adverse changes in national economic and market conditions.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Self-Storage Properties. The value and successful operation of a self-storage property may be affected by a number of factors, such as the ability of the management team, the location of the property, the presence of competing properties, changes in traffic patterns and effects of general and local economic conditions with respect to rental rates and occupancy levels.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Data Centers. Data center properties are subject to the risk of becoming obsolete based upon changing technology and the high investment cost of such assets.</div></div>Other factors may contribute to the risk of real estate investments:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:10pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Development Issues. Real estate property development creates exposure to risks, such as the risk that there will be insufficient tenant demand to occupy newly developed properties, and the risk that prices of construction materials or construction labor may rise materially during the development.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Lack of Insurance. Real estate investments may fail to carry comprehensive liability, fire, flood, earthquake extended coverage and rental loss insurance, or insurance in place may be subject to various policy specifications, limits and deductibles. Should any type of uninsured loss occur, the real estate investments could lose its investment in, and anticipated profits and cash flows from, a number of properties and, as a result, adversely affect the Fund’s investment performance.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Dependence on Tenants. The value of real estate investments’ properties and the ability of these investments to make distributions to their shareholders depends upon the ability of the tenants at the properties to generate enough income in excess of their tenant operating expenses to make their lease payments. Changes beyond the control of the real estate investments may adversely affect their tenants’ ability to make their lease payments and, in such event, would substantially reduce both their income from operations and ability to make distributions that directly or indirectly impact the Fund.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Financial Leverage. Real estate investments may be highly leveraged and financial covenants may affect the ability of real estate investments to operate effectively.</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">Environmental Issues. In connection with the ownership (direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances, a real estate investment may be considered an owner, operator or responsible party of such properties and, therefore, may be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. The existence of any such material environmental liability could have a material adverse effect on the results of operations and cash flow of any such real estate investment and, as a result, the amount available to make distributions on shares of the Fund could be reduced.</div></div>In the event of any default under a debt/mortgage held directly by the Fund, the Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the debt/mortgage, which could have a material adverse effect on the Fund’s cash flow from operations and limit amounts available for distribution to the Fund’s shareholders. In the event of the bankruptcy of a debt/mortgage borrower, the debt/mortgage to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a debt/mortgage can be an expensive and lengthy process, which could have a substantial negative effect on the Fund’s anticipated return on the foreclosed debt/mortgage. Energy Sector Risk. The Fund’s assets may include energy sector investments, thereby exposing the Fund to risks associated with this sector. Increases or decreases in the commodity supply or demand and resulting changes in pricing related to natural gas, natural gas liquids, crude oil, coal or other energy commodities, may have a significant impact on the assets focused on this sector. Additionally, the energy sector is a highly regulated industry both domestically and internationally which can also have a material impact on the investments in this sector. Other factors that may adversely affect the value of securities of companies in the energy sector include operational risks, challenges to exploration and production, competition, inability to make accretive acquisitions, significant accident or event that is not fully insured at a company, natural depletion of reserves, and other unforeseen natural disasters.Energy sector investments are affected by worldwide energy prices and costs related to energy production. These investments may have significant operations in areas at risk for natural disasters, social unrest and environmental damage. These investments may also be at risk for increased government regulation and intervention, energy conservation efforts, litigation and negative publicity and perception. Utilities Sector. The Fund’s assets may include utilities sector investments, thereby exposing the Fund to risks associated with this sector. Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate changes will adversely affect such companies’ earnings and dividends when costs are rising. Other factors that may adversely affect the value of securities of companies in the utilities sector include interest rate changes, supply and demand fluctuations, technological developments, natural resources conservation, and changes in commodity prices, which may be caused by supply and demand fluctuations or other market forces. Special Situations and Distressed Investments. We may, directly or indirectly, invest in securities and other obligations of companies that are in special situations involving significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. There is no assurance that we or an Investment Manager will correctly evaluate the value of the assets securing these debt investments or the prospects for a successful reorganization or similar action in respect of any company. In any reorganization or liquidation proceeding relating to such companies, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. Troubled company investments and other distressed asset-based investments require active monitoring. Venture Capital and Growth Equity. We may invest in venture capital and growth equity. Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses.Growth equity is usually classified by investments in private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. As a result of the risks associated with advancing the company’s growth plan, investors can expect a higher return than might be available in the public markets, but also need to recognize the business and financial risks that remain in advancing the company’s commercial aspirations. For both venture capital and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development. Agriculture and Forestry Sector Risk. Investments in agriculture/farmland are subject to various risks, including adverse changes in national or international economic conditions, adverse local market conditions, adverse natural conditions such as storms, floods, drought, windstorms, hail, temperature extremes, frosts, soil erosion, infestations and blights, failure of irrigation or other mechanical systems used to cultivate the land, financial conditions of tenants, marketability of any particular kind of crop that may be influenced, among other things, by changing consumer tastes and preferences, import and export restrictions or tariffs, casualty or condemnation losses, government subsidy or production programs, buyers and sellers of properties, availability of excess supply of property relative to demand, changes in availability of debt financing, changes in interest rates, real estate tax rates and other operating expenses, environmental laws and regulations, governmental regulation of and risks associated with the use of fertilizers, pesticides, herbicides and other chemicals used in commercial agriculture, zoning laws and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of properties, risk due to dependence on cash flow, as well as acts of God, uninsurable losses and other factors which are beyond the control of the Fund or an Investment Fund.In addition, the forestry and timber industry is highly cyclical and the market value of timber investments is strongly affected by changes in international economic conditions, interest rates, weather cycles, changing demographics, environmental conditions and government regulations, among other factors. For example, the volume and value of timber that can be harvested from timberlands is limited by natural disasters, fire, volcanic eruptions, insect infestation, disease, ice storms, windstorms, flooding and other events and weather conditions and changes in climate conditions could intensify the effects of any of these factors. Many companies in the timber and forestry industry do not insure against damages to their timberlands. This industry is also subject to stringent U.S. federal, state and local environmental, health and safety laws and regulations. Significant timber deposits are located in emerging markets countries where corruption and security may raise significant risks. Financial Institutions Risk. Financial institutions in which the Fund may invest, directly or indirectly, are subject to extensive government regulation. This regulation may limit both the amount and types of loans and other financial commitments a financial institution can make, and the interest rates and fees it can charge. In addition, interest and investment rates are highly sensitive and are determined by many factors beyond a financial institution’s control, including general and local economic conditions (such as inflation, recession, money supply and unemployment) and the monetary and fiscal policies of various governmental agencies such as the Federal Reserve Board. These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the institution’s ability to make financial commitments such as loans. Profitability of a financial institution is largely dependent upon the availability and cost of the institution’s funds and can fluctuate significantly when interest rates change.U.S. and global markets recently have experienced increased volatility, including as a result of the recent failures of certain U.S. and non-U.S. banks, which could be harmful to a Fund and issuers in which it invests. For example, if a bank in which the Fund or issuer has an account fails, any cash or other assets in bank accounts may be temporarily inaccessible or permanently lost by the Fund or issuer. If a bank that provides a subscription line credit facility, asset-based facility, other credit facility and/or other services to an issuer fails, the issuer could be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending institutions with similar terms. Even if banks used by issuers in which the Fund invests remain solvent, continued volatility in the banking sector could cause or intensify an economic recession, increase the costs of banking services or result in the issuers being unable to obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector are evolving, and the scope of any potential impacts to the Fund and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions, as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Fund and issuers in which it invests. Geographic Concentration Risks. Our investments may be concentrated in specific geographic regions. This focus may constrain the liquidity and the number of portfolio companies available for investment. In addition, our investments will be disproportionately exposed to the risks associated with the region of concentration. Emerging Markets. We may invest, directly and indirectly, in companies located in emerging industrialized or less developed countries or that derive their revenues principally from such countries. Risks particularly relevant to such emerging markets may include greater dependence on exports and the corresponding importance of international trade, higher risk of inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its support of economic reform programs or to impose restrictions, and less established laws and regulations regarding fiduciary duties of officers and directors and protection of investors.China is an emerging market and has demonstrated significantly higher volatility from time to time in comparison to developed markets. Investments in Chinese securities, including certain Hong Kong-listed and U.S.-listed securities, subject the Fund to risks specific to China. These risks include: (i) the risk of more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers, resulting in liquidity risk, price volatility, greater market execution risk, and valuation risk; (ii) the risk of currency fluctuations, currency non-convertibility, currency revaluations and other currency exchange rate fluctuations or blockage; (iii) the risk of intervention by the Chinese government in the Chinese securities markets; (iv) the risk of nationalization or expropriation of assets; (v) the risk that the Chinese government may decide not to continue to support economic reform programs; (vi) the risk of limitations on the use of brokers; (vii) the risk of interest rate fluctuations and higher rates of inflation; (viii) the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese issuers; and (ix) the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. Recent developments in relations between the United States and China have heightened concerns of increased tariffs and restrictions on trade between the two countries. It is unclear whether further tariffs and sanctions may be imposed or other escalating actions may be taken in the future, which could negatively impact the Fund. In addition, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. Actual and threatened responses to such activity and strained international relations, including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact China’s economy and Chinese issuers of securities in which the Fund may invest. As a result of different legal standards, the Fund faces the risk of being unable to enforce its rights with respect to holdings in Chinese securities and the information about the Chinese securities in which the Fund may invest may be less reliable or complete. Chinese companies with securities listed on U.S. exchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of the securities. Sector Concentration. We may invest in an Investment Fund that concentrates its investments in specific industry sectors. This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated with the industry sectors of concentration. Technology Sector. Certain technology companies may have limited product lines, markets or financial resources, or may depend on a limited management group. In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may quickly become outdated. Financial Sector. Financial services companies are subject to extensive governmental regulation that may limit the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability of such companies is generally dependent on the availability and cost of capital, and it can fluctuate as a result of increased competition or changing interest rates. In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the financial markets. This situation has negatively affected many financial services companies, such as by causing such companies’ values to decline. Currency Risk. Infrastructure Assets may include direct and indirect investments in a number of different currencies. Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in question and/or other factors. A decline in the value of the currencies in which the Infrastructure Assets are denominated against the U.S. dollar may result in a decrease in the Fund’s NAV. The Advisers will not elect to hedge the value of investments made by the Fund against currency fluctuations. Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations. Non-U.S. Risk. Certain Infrastructure Assets may include assets outside of the United States. Non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities or instruments, including risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Fund’s non-U.S. investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between the U.S. and non-U.S. securities markets, including higher rates of inflation, higher transaction costs and potential price volatility in, and relative illiquidity of, some non-U.S. securities markets; (iv) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation in some countries; (v) certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii) differing, and potentially less well developed or well-tested laws regarding creditor’s rights (including the rights of secured parties), corporate governance, fiduciary duties and the protection of investors; (viii) difficulty in enforcing contractual obligations; (ix) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (x) reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; (xi) political hostility to investments by foreign or private investment fund investors; and (xii) less publicly available information.Additionally, certain Infrastructure Assets may include or invest in foreign portfolio companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. Accordingly, information supplied regarding the Private Market Assets may be incomplete, inaccurate and/or significantly delayed. The Fund and the Investment Funds may therefore be unable to take or influence timely actions necessary to rectify management deficiencies in such portfolio companies, which may ultimately have an adverse impact on the NAV of the Fund.The Fund’s Infrastructure Assets could be negatively impacted by the current hostilities in Eastern Europe, Iran, and the escalating conflicts in other parts of the Middle East, including direct and indirect effects on their operations and financial condition. In the event these hostilities escalate, the impact could more significant. Certain of the Infrastructure Assets in which the Fund may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign governments, or the United Nations or other international organizations. In particular, as a result of recent events involving Ukraine and Russia, the United States and other countries have imposed economic sanctions on Russian sovereign debt and on certain Russian individuals, financial institutions, and others. Sanctions could result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. These sanctions could also impair the Fund’s ability to meet its investment objectives. For example, the Fund may be prohibited from investing in securities issued by companies subject to such sanctions. In addition, the sanctions may require the Fund to freeze its existing investments in companies operating in or having dealings with sanctioned countries, prohibiting the Fund from selling or otherwise transacting in these investments. This could impact the Fund’s ability to sell securities or other financial instruments as needed to meet shareholder redemptions. The Fund could seek to suspend redemptions in the event that an emergency exists in which it is not reasonably practicable for the Fund to dispose of its securities or to determine the value of its net assets.Similarly, certain armed conflict, territorial disputes, historical animosities, regional instability, terrorist activities and religious, ethnic and/or socioeconomic unrest, such as the conflict between Israel and Hamas and other militant groups in the Middle East and other related events, could cause significant market disruptions and volatility and disrupt regional trade and supply chains. Such developments could have a negative effect on economic growth and could result in significant disruptions in the securities markets, including securities held by the Fund. Illiquidity of Infrastructure Assets. There is no regular market for interest in Infrastructure Assets, which typically must be sold in privately negotiated transactions. Any such sales would likely require the consent of the applicable Investment Manager or portfolio company and could occur at a discount to the stated NAV. If the Advisers determine to cause the Fund to sell its interests in an Infrastructure Asset, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. Investments in Non-Voting Stock; Inability to Vote. Under certain circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage in order to avoid becoming (i) an “affiliated person” of any Infrastructure Asset within the meaning of the 1940 Act and (ii) subject to the 1940 Act limitations and prohibitions on transactions with affiliated persons. In such cases, where only voting securities are available for purchase, the Fund will generally seek to create by contract the same result as owning a non-voting security by agreeing to relinquish or limit the right to vote in respect of its investment. The Fund may irrevocably waive its rights (if any) to vote its interest in an Infrastructure Asset. The Fund will not receive any consideration in return for entering into a voting waiver arrangement. To the extent that the Fund contractually foregoes the right to vote the relevant securities, the Fund will not be able to vote or may be able to vote only to a limited extent on matters that may be adverse to the Fund’s interests. As a result, the Fund’s influence on an Infrastructure Asset could be diminished, which may consequently adversely affect the Fund and its Shareholders. Any such waiver arrangement should benefit the Fund, as it will enable the Fund would be able to if it were deemed to be an “affiliate” of the Infrastructure Asset within the meaning of the 1940 Act. Nature of Portfolio Companies. Infrastructure Assets include direct and indirect investments in various companies, projects, and businesses. This may include portfolio companies in the early phases of development, which can be highly risky due to the lack of a significant operating history, fully developed product lines, experienced management, or a proven market for their products. The Fund’s investments may also include portfolio companies that are in a state of distress or which have a poor record and which are undergoing restructuring or changes in management, and there can be no assurances that such restructuring or changes will be successful. The management of such portfolio companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such portfolio companies. Regulatory Risks of Investment Funds. The regulatory environment for Investment Funds (and for registered investment companies investing in Investment Funds) is complex and evolving. Changes in the regulation or taxation of Investment Funds are impossible to predict and may adversely affect the value of Infrastructure Assets, the ability of the Fund to execute its investment strategy, and the ability of the Fund to offer its interests to investors who do not qualify as “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. There is no guarantee that the SEC will not require the Fund’s Shareholders to meet certain eligibility criteria in the future. Under such circumstances, any Shareholders of the Fund who are not “accredited investors” may be subject to mandatory repurchase of all of their Shares in the Fund. Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. Our investments may consist of loans to small and/or less well-established privately held companies. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. For example, private companies:<div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have limited financial resources and may be unable to meet their obligations under their debt securities, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:6pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">generally, 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 a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and</div></div><div class="item-list-element-wrapper" style="margin-left:6.667%;display:flex;margin-top:0;justify-content:flex-start;align-items:baseline;margin-bottom:12pt;min-width:6.667%;text-align:left;">•<div style="display:inline;">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.</div></div>Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time.In addition, investments in private companies tend to be less liquid. The securities of many of the companies in which we invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors only. Such securities may be subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. As a result, the relative lack of liquidity and the potential diminished capital resources of target portfolio companies may affect our investment returns. First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. When we invest, directly or indirectly, in first lien senior secured loans, second lien senior secured loans, and unitranche debt of portfolio companies, we will generally seek to take a security interest in the available assets of those portfolio companies, including the equity interests of the portfolio companies’ subsidiaries. There is a risk that the collateral securing these loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. To the extent a debt investment is collateralized by the securities of a portfolio company’s subsidiaries, such securities may lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Also, in some circumstances, the Fund’s lien may be contractually or structurally subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Loans that are under- collateralized involve a greater risk of loss. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should the remedies be enforced. Finally, particularly with respect to a unitranche debt structure, unitranche debt will generally have higher leverage levels than a standard first lien term loan. Mezzanine Investments. We may, directly or indirectly, invest in mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. However, mezzanine loans rank senior to common and preferred equity in a borrower’s capital structure. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of warrants. Due to their higher risk profile and often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine loans also may include a “put” feature, which permits the holder to sell its equity interest back to the borrower at a price determined through an agreed-upon formula. Mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to six years. Mezzanine investments are usually unsecured and subordinate to other debt obligations of an issuer. Risks Associated with Covenant-Lite Loans. A significant number of leveraged loans in the market may consist of loans that do not contain financial maintenance covenants (“Covenant-Lite Loans”). While the Fund does not intend to invest in Covenant-Lite Loans as part of its principal investment strategy, it is possible that such loans may comprise a small portion of the Fund’s portfolio. Such loans do not require the borrower to maintain debt service or other financial ratios. Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation than is the case with loans that also contain financial maintenance covenants. High Yield Securities and Distressed Securities.Our Private Market Assets may include investments in fixed income securities rated investment grade or non-investment grade (commonly referred to as high yield securities or “junk” securities) and may include investments in unrated fixed income securities. Non-investment grade securities are fixed income securities rated below Baa by Moody’s Investors Service, Inc. (“Moody’s”) or below BBB by Standard & Poor’s Rating Group, a division of The McGraw-Hill Companies, Inc. (“S&P”), or if unrated considered by an Investment Manager to be equivalent quality. Non-investment grade debt securities in the lowest rating categories or unrated debt securities determined to be of comparable quality may involve a substantial risk of default or may be in default. Private Market Assets in non-investment grade securities expose it to a substantial degree of credit risk. Non-investment grade securities may be issued by companies that are restructuring, are smaller and less creditworthy or are more highly indebted than other companies, and therefore they may have more difficulty making scheduled payments of principal and interest. Non-investment grade securities are subject to greater risk of loss of income and principal than higher rated securities and may be considered speculative. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. An economic downturn affecting an issuer of non-investment grade debt securities may result in an increased incidence of default. In the event of a default, an Investment Fund or the Fund may incur additional expenses to seek recovery. In addition, the market for lower grade debt securities may be thinner and less active than for higher grade debt securities.Certain Infrastructure Assets may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within the companies. These securities may also present a substantial risk of default. An Investment Fund’s or the Fund’s investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund or the Fund may invest may be non-investment grade (commonly referred to as junk securities), which may result in the Investment Fund or the Fund experiencing greater risks than it would if investing in higher rated instruments. Primary Investments. The market for Primary Investments may be very limited and competitive, and the Primary Investments to which the Fund wishes to allocate capital may not be available at any given time. Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. Risks Associated with Changes in Reference Rates. Certain of the Fund’s investments, payment obligations and financing terms may be based on floating interest rates, such as the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offer Rate (“EURIBOR”), the Sterling Overnight Interbank Average Rate (“SONIA”), the Secured Overnight Financing Rate (“SOFR”), rates derived from SOFR, such as the SOFR Averages (“SOFR Averages”) published by the Federal Reserve Bank of New York (“FRBNY”), rates determined with reference to markets related to SOFR, such as the CME Term SOFR Rates (“Term SOFR”) published by the CME Group, and other similar types of reference rates (“Reference Rates”).As a result of supervisory guidance and requirements of law, regulated entities have generally ceased investing in LIBOR contracts. All LIBOR settings have ceased to be published. In April 2023, however, the United Kingdom’s Financial Conduct Authority announced that some USD LIBOR settings would continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. After September 30, 2024, the remaining synthetic LIBOR settings ceased to be published, and all LIBOR settings have permanently ceased. and any still outstanding instruments or investments using synthetic LIBOR settings were expected to transition to alternative floating rate Reference Rates. On March 15, 2022, the Consolidation Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), was signed into law in the United States. This legislation established a uniform benchmark replacement process for certain financial contracts that mature after June 30, 2023 that do not contain clearly defined or practicable LIBOR fallback provisions. The legislation also created a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate provided for in the LIBOR Act. Many legacy LIBOR contracts have been transitioned away from LIBOR either as a result of contractual fallbacks, negotiated amendments or as a result of the LIBOR Act. Some legacy contracts continued to use synthetic LIBOR. The discontinuance of synthetic LIBOR may have required the Fund to renegotiate credit agreements that continued to use synthetic LIBOR with the Fund’s portfolio companies, in order to replace synthetic LIBOR with an alternative Reference Rate, which may have an adverse effect on the Fund’s ability to receive attractive returns.Although the transition process away from LIBOR was increasingly well-defined in advance of LIBOR’s anticipated discontinuation date, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement Reference Rate with respect to LIBOR. With regards to replacement Reference Rates for LIBOR, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced in 2017 its selection of SOFR, which is intended to be a broad measure of secured overnight U.S. Treasury repo rates and certain other related Reference Rates such as the SOFR Averages or Term SOFR, as appropriate replacements for LIBOR. Similarly, bank working groups and regulators in other countries have suggested other alternatives for their markets, including the SONIA in England. No alternative Reference Rate may become generally accepted and regularly implemented in the market in the same way that LIBOR was.The elimination of a Reference Rate, including LIBOR, or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for, or value of, any securities or payments linked to those Reference Rates. The potential effect of a transition away from any Reference Rate, including LIBOR, on the Fund or the financial instruments in which the Fund may invest may not be able to be determined in advance, but will depend on a variety of factors, including (i) existing fallback or termination provisions in individual contracts and (ii) whether, how, and when industry participants develop and adopt new Reference Rates for both legacy and new products and instruments. Any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund’s performance and/or net asset value. The Fund’s business, financial condition and results of operations could be materially adversely impacted by the market transition or reform of certain Reference Rates, including LIBOR. There can be no assurances that the Fund will be able to manage its business in a profitable manner before, during or after any Reference Rate transition, such as the pending transition with respect to LIBOR. SOFR Risk. SOFR and other related Reference Rates such as SOFR Averages and Term SOFR may perform differently than LIBOR and other Reference Rates. SOFR and related Reference Rates such as SOFR Averages and Term SOFR are fundamentally different from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. LIBOR was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR and related Reference Rates such as SOFR Averages and Term SOFR are largely insensitive the same sort of credit-risk considerations and to short-term interest rate risks. SOFR, for example, is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR has also been more volatile at times compared to other Reference Rates like LIBOR. For these reasons, among others, there is no assurance that SOFR, or related rates such as SOFR Averages and Term SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that such SOFR-based rates will be a suitable substitute for LIBOR. All SOFR-related rates have a limited history, SOFR having been first published in April 2018. The future performance of SOFR, and SOFR-related rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates. Force Majeure Risk. Issuers may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a party (including an issuer or a counterparty to the Fund or an issuer) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Fund may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more issuers or its assets, could result in a loss to the Fund, including if its investment in such issuer is canceled, unwound or acquired (which could be without what the Fund considers to be adequate compensation). Any of the foregoing may therefore adversely affect the performance of the Fund and its investments.Similar consequences could arise with respect to other infectious diseases. Infrastructure Investments Generally. The Fund seeks to generate above-market risk-adjusted returns through co-investments with third-party sponsors, merchant banks, institutional investors or strategic acquirers, some or all of which may have more resources than the Fund, and which may have investment in infrastructure and infrastructure-related assets.Investments will be subject to the risks incidental to the indirect ownership and operation of infrastructure assets, including risks associated with the general economic climate, geographic or market concentration, climatic risks, the ability of the third-party sponsors to manage the investment, government regulations, national and international political circumstances and fluctuations in interest rates, rates of inflation or commodities’ prices such as oil. Since investments in infrastructure and similar assets, like many other types of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment.In addition, general economic conditions in relevant jurisdictions, as well as conditions of domestic and international financial markets, may adversely affect operations of the third-party co-investors and in turn, the Fund. In particular, because of the long time-lag between the approval of a project and its actual funding, a well-conceived project may, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment.There can be no assurance that the Investments will be profitable or generate cash flow sufficient to provide a return on or recovery of amounts invested therein. Sector Risks. Portfolio companies may operate in highly competitive markets dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. Portfolio companies in which the Fund invests may also be subject to additional infrastructure sector risks, including (i) the risk that technology employed will be not be effective or efficient, (ii) the risk of equipment failures, failure to perform according to design specifications, failure to meet expected levels of efficiency, fuel interruptions, loss of sale and supply contracts; (iii) changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers or other counterparties, and tort liability; (iv) risk of changes of values of infrastructure sector companies; (v) risks associated with employment of personnel and unionized labor; (vi) political and regulatory considerations and popular sentiments that could affect the ability of the Fund to buy or sell investments on favorable terms; and (vii) other unanticipated events which adversely affect operations.The occurrence of events related to any of the foregoing could have a material adverse effect on the Fund and its Co-Investments. These and other inherent business risks could affect the performance and value of Co-Investments. Environmental, Health and Safety Risks.Infrastructure assets are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. Certain statutes, rules and regulations might require Co-Investments to address environmental contamination, including soil and groundwater contamination, resulting from the release of fuel, hazardous materials or other pollutants, to control other forms of environmental pollution such as air, surface water, wastewater, and noise pollution, or otherwise to incur significant capital or operating expenditures to comply with environmental, health, and safety requirements. Any current or past non-compliance with such requirements could subject the underlying assets of a Co-Investment to material administrative, civil, or criminal penalties or other liabilities. Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property may be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. The presence of hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.The long-term trend toward increasingly stringent environmental, health, and safety regulation could continue in the future, resulting in substantial additional costs on Co-Investments to comply with new requirements. In addition, because infrastructure assets can have a substantial environmental impact, community and environmental groups may protest about the development or operation of a Co-Investment, and these protests may induce government action to the detriment of performance of the Co-Investment. Further, ordinary operation or occurrence of an accident with respect to a Co-Investment could cause significant damage to the environment or harm to public health or safety, which may result in significant financial distress to the particular asset and ultimately affect the return on the Fund’s investment therein.While StepStone and the Investment Manager intend to exercise reasonable care to select Co-Investments that have underlying assets that do not present a material risk of current or future environmental, health, or safety liabilities, StepStone and the Investment Manager cannot rule the possibility that such liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition. Environmental, health, or safety liabilities could have a material adverse effect on the results of operations, financial condition, liquidity and prospects of the Co-Investments, and on the overall value of such Co-Investments. Terrorism Risk. The Fund may invest directly or indirectly in significant strategic assets. Strategic assets are assets that have a national or regional profile and may have monopolistic or oligopolistic characteristics. The very nature of these assets could generate additional risk not common in other industry sectors and could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Any terrorist attacks that occur at or near infrastructure facilities would likely cause significant harm to employees, assets and, potentially, the surrounding community. Insurers may offer a limited amount of or no insurance coverage for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. A terrorist attack involving the property of an infrastructure asset, or property under control of a portfolio company, may result in liability far in excess of available insurance coverage. A terrorist attack on an infrastructure asset may also have adverse consequences for all assets of that type, including the underlying assets in a Co-Investment. For example, as a result of a terrorist attack in the vicinity of an infrastructure asset, the infrastructure asset may be forced to increase preventative security measures or expand its insurance coverage, adversely affecting the profitability of investment in that asset. Similarly, a terrorist attack could cause reduced patronage, usage and demand for an entire class of infrastructure assets or for infrastructure investments in the region of the terrorist attack, which could adversely affect the profitability of the Co-Investments. Climate Risk. Global climate change is widely considered to be a significant threat to the global economy. Infrastructure assets in particular may face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and other initiatives by international, U.S. federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose infrastructure assets to so-called “transition risks” in addition to physical risks, such as: (i) regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts); (ii) technology and market risk (e.g., declining market for products and services seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions); and (iii) reputational risk (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas emissions). StepStone and the Investment Manager cannot rule out the possibility that climate risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have a material adverse effect on a Co-Investment or the Fund. Regulatory and Legal Risks. Certain of the Co-Investments may be in entities that are subject to substantial regulation by governmental agencies. The nature of this regulation exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. In addition, their operations may often rely on governmental licenses, concessions, leases or contracts that are generally very complex and may result in disputes over interpretation or enforceability. Even though most permits and licenses are obtained prior to the commencement of full project operations, many of these licenses and permits have to be maintained over the project’s life. If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be subject to monetary penalties or they may lose their rights to operate the underlying infrastructure assets, or both. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or lease may restrict their ability to operate the asset in a way that maximizes cash flows and profitability. Government entities generally have significant influence over such companies in respect of the various contractual and regulatory relationships they may have, and these government entities may exercise their authority in a manner that causes delays in the operation of the business of the infrastructure investments, obstacles to pursuit of the infrastructure investments’ strategy or increased administrative expenses. In this regard, the nature and extent of government regulation can also be a key driver of value and returns. Furthermore, permits or special rulings may be required on taxation, financial and regulatory related issues.The concessions of certain Co-Investments are granted by government bodies and are subject to special risks, including the risk that the relevant government bodies will exercise sovereign rights and take actions contrary to the rights of the Fund or the relevant portfolio company under the relevant concession agreement. Indeed, to the extent that Fund invests in assets that are governed by lease or concession agreements with governmental authorities, there is a risk that these authorities may not be able to honor their obligations under the agreement, especially over the long term. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances (such as default by the Fund or by a portfolio company) without requiring the government counterparty to pay adequate compensation. In addition, there can be no assurance that the relevant government bodies will not legislate, impose regulations or taxes or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the Co-Investments. Indeed, government counterparties may have the discretion to change or increase regulation of the operations of the Co-Investments or to implement laws, regulations or policies affecting their operations, separate from any contractual rights that the government counterparties may have. Governments have considerable discretion in implementing regulations and policies that could impact Co-Investments, and because infrastructure assets provide basic, everyday services, and face limited competition, governments may be influenced by political considerations and make decisions that adversely affect Co-Investments and their operations. Activities not currently regulated may in the future be regulated.In addition, infrastructure investments may be subject to rate regulation by government agencies because of their unique position as the sole or predominant providers of services that are often essential to the community. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. Political oversight of the sector is also likely to remain pervasive and unpredictable and, for political reasons, governments may attempt to take actions which may negatively affect the operations, revenue, profitability or contractual relationships of infrastructure investments, including through expropriation.Certain infrastructure investments may need to use public ways or may operate under easements. Under the terms of agreements governing the use of public ways or easements, government authorities may retain the right to restrict the use of such public ways or easements or to require portfolio companies to remove, modify, replace or relocate their facilities at the portfolio company’s expense. If a government authority exercises these rights, the portfolio company could incur significant costs and its ability to provide service to its customers could be disrupted, which could adversely impact the performance of the relevant Co-Investment.Infrastructure assets are often governed by highly complex legal contracts and documents. As a result, the risks of a dispute over interpretation or enforceability of the legal contracts and documentation and consequent costs and delays may be higher than for other types of investments. Such risks may be increased by the uncertainty of laws and their application in certain jurisdictions in which the Fund will invest. The Fund may be adversely affected by future changes in laws and regulations.Other legal risks relate to environmental issues and industrial actions or to actions by special interest groups and actions or litigation relating to the acquisition, ownership, operation and disposition of the Co-Investments that may adversely affect the Co-Investment or the value thereof. The risk of such actions or litigation may be higher with regard to infrastructure investments (which may be of a public and/or quasi-monopoly nature) compared to other investments. Demand and Usage Risk. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. Residual demand, usage and throughput risk can affect the performance of Co-Investments. For example, some of the Co-Investments may be subject to seasonal variations, and accordingly, the Fund’s operating results for any such Co-Investment in any particular quarter may not be indicative of the results that can be expected for such Co-Investment throughout the entire year. To the extent that StepStone’s and the Investment Manager’s assumptions regarding the demand, usage and throughput of assets prove incorrect, returns to the Fund could be adversely affected.Users of the infrastructure operated by Co-Investments may react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure may cause relevant government authorities to challenge the tolls or other usage-related fee rates. Users of infrastructure may react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and reduced usage revenues. In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on Co-Investments to reduce their tolls or other usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. StepStone and the Investment Manager cannot guarantee that government bodies with which Co-Investments have concession agreements will not try to exempt certain users’ categories from tolls or other usage-related fees or negotiate lower tolls or other usage-related fee rates. If public pressure or government action forces Co-Investments to restrict their tolls or other usage-related fee rate increases or to reduce their tolls or other usage-related fee rates, and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, the Fund’s business, financial condition and results of operations could be materially and adversely affected.The Fund may invest in Co-Investments that derive substantially all of their revenues from collecting tolls or other usage-related fees from users of such infrastructure. The tolls or other usage-related fees that are applicable to such infrastructure are set forth in the respective concession agreements entered into by or on behalf of the Fund or the relevant portfolio company and the relevant government body.After execution of a concession agreement, the relevant government bodies may seek to limit such Co-Investments’ ability to increase, or may seek to reduce, tolls or other usage-related fee rates outside the scope of the respective concession agreements, as a result of factors such as general economic conditions, negative consumer perceptions of increases in tolls or other usage-related fee rates, the prevailing rate of inflation, volume and public sentiment about prevailing tolls or other usage-related fee rates. Valuation of the Fund’s Interests in Investment Funds. The Fund is subject to valuation risk, which is the risk that one or more of the securities in which the Fund invests are valued at prices that the Fund is unable to obtain upon sale due to factors such as incomplete data, market instability, human error, or, with respect to securities for which there are no readily available market quotations, the inherent difficulty in determining the fair value of certain types of investments. The valuation of the Fund’s investments in Investment Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. A large percentage of the securities in which the Fund invests will not have a readily ascertainable market price and will be fair valued by the Investment Manager. In this regard, an Investment Manager may face a conflict of interest in valuing the securities, as their value may affect the Investment Manager’s compensation or its ability to raise additional funds. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment Manager, the accuracy of the valuations provided by the Investment Managers, that the Investment Managers will comply with their own internal policies or procedures for keeping records or making valuations, or that the Investment Managers’ policies and procedures and systems will not change without notice to the Fund. As a result, an Investment Manager’s valuation of the securities may fail to match the amount ultimately realized with respect to the disposition of such securities. Shareholders should recognize that valuations of illiquid assets involve various judgments and consideration of factors that may be subjective.Secondary Investments may be acquired at a discount to the Investment Fund’s NAV. Secondary Investments acquired at a discount will be marked up to the most recent NAV reported by the applicable Investment Manager when the Fund next determines its daily NAV, resulting in an unrealized gain. Such unrealized gains will increase the Fund’s NAV and performance by the difference between the most recent NAV reported by the investment manager and the negotiated purchase price. Conversely, a Secondary Investment sold at a discount will result in a decrease in the Fund’s NAV and performance by the difference between the value of the Secondary Investment as reflected in the books and records of the Fund and the negotiated sale price. An Investment Manager’s information could also be inaccurate due to fraudulent activity, mis-valuation or inadvertent error. The Fund may not uncover errors in valuation for a significant period of time, if ever. Even if the Adviser elects to cause the Fund to sell its interests in such an Investment Fund, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, the Investment Fund Manager’s valuations of such interests could remain subject to such fraud or error, and the Adviser may determine to discount the value of the interests or value them at zero. The Investment Manager may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. Valuations Subject to Adjustment. The Fund determines its NAV daily based upon the quarterly valuations reported by the Investment Managers typically within 45-60 days of each quarter-end, which may not reflect market or other events occurring subsequent to the quarter-end. The Adviser will fair value the Fund’s holdings in Investment Funds to reflect such events, consistent with its valuation policies and considering all appropriate factors relevant to value and all indicators of value available to the Adviser; however, the determination of fair value involves judgment and there is no guarantee the Adviser will correctly fair value such investments. Additionally, the valuations reported by Investment Managers may be subject to later adjustment or revision. For example, fiscal year-end NAV calculations of the Investment Funds may be revised as a result of audits by their independent auditors. Other adjustments may occur from time to time. The Fund’s NAV reported for regulatory purposes, may differ from the NAV and returns reported for Shareholder transactions, resulting from adjustments made in the preparation of the Fund’s financial statements in accordance with U.S. generally accepted accounting principles required at period end. Because such adjustments or revisions, whether increasing or decreasing the NAV of the Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. In other words, if the Fund’s NAV is adjusted after Shareholders have received their repurchase proceeds, the adjustment will not, in most cases, result in an adjustment to a Shareholder’s repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to the NAV of an Investment Fund adversely affect the Fund’s NAV, the remaining outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a NAV higher than the adjusted amount. Conversely, any increases in the NAV resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of Shareholders who previously had their Shares repurchased at a NAV lower than the adjusted amount.Similarly, if the Fund’s NAV is adjusted after a Shareholder purchases Shares, the adjustment generally will not result in an adjustment to the purchase price of the Shares. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or revisions to the NAV of an Investment Fund adversely affect the Fund’s NAV, a purchasing Shareholder may be adversely affected by having purchased Shares at a NAV higher than the adjusted amount. Conversely, any increases in the NAV resulting from such subsequently adjusted valuations may benefit a purchasing Shareholder who purchased Shares at a NAV lower than the adjusted amount. Furthermore, the Fund’s compliance with the asset diversification tests under the Internal Revenue Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.Valuation Risk. The Fund’s NAV is determined based on the valuation of its underlying investments, many of which do not have readily ascertainable market prices and are valued using fair value methodologies that necessarily involve the exercise of judgment. The Fund’s NAV is a critical component in several operational matters including computation of the Management Fee, any distribution and shareholder servicing fee, and the Administration Fee, and determination of the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses Shareholders will pay, the price a Shareholder will receive in connection with a repurchase offer and the number of Shares an investor will receive upon investing in the Fund. The legal, regulatory, disclosure, accounting, auditing and reporting standards in certain of the countries in which the Fund’s portfolio investments may differ from those in the United States and may not provide the same degree of information to investors as would generally apply in the United States. The accounting, auditing and financial reporting standards and practices applicable to foreign companies may be less rigorous, and there may be differences between financial statements prepared in accordance with those accounting standards as compared to financial statements prepared in accordance with international accounting standards. Termination of the Fund’s Interest in an Investment Fund. An Investment Fund may, among other things, terminate the Fund’s interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Fund in the Investment Fund would have a material adverse effect on the Investment Fund or its assets. The Fund’s over-commitment strategy may increase the risk that the Fund is unable to satisfy a capital call from an Investment Fund. General Risks of Secondary Investments. The overall performance of the Fund’s Secondary Investments will depend in part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. There is a risk that investors exiting a Co-Investment or an Investment Fund through a secondary transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. Certain Secondary Investments may be purchased as a portfolio, and in such cases the Fund may not be able to carve out from such purchases those investments that the Advisers consider (for commercial, tax, legal or other reasons) less attractive. Where the Fund acquires a Secondary Investment, the Fund will generally not have the ability to modify or amend such Secondary Investment fund’s constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. In addition, the costs and resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments.Where the Fund acquires a Secondary Investment, the Fund may acquire contingent liabilities associated with such interest. Specifically, where the seller has received distributions from the relevant Secondary Investment fund and, subsequently, that Secondary Investment fund recalls any portion of such distributions, the Fund (as the purchaser of the interest to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such Secondary Investment fund. While the Fund may be able, in turn, to make a claim against the seller of the interest for any monies so paid to the Secondary Investment fund, there can be no assurance that the Fund would have such right or prevail in any such claim.The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to additional risks including, among other things: (i) counterparty risk, (ii) reputation risk, (iii) breach of confidentiality by a syndicate member, and (iv) execution risk.Additionally, the Fund may acquire interests in Secondary Investments through structured transactions such as collateralized fund obligations (“CFOs”) or similar investment vehicles that own existing secondaries and co-investments. These structures may impose additional administrative costs that the Fund would not have incurred had it invested in Secondary Investments directly. Secondary Investments held inside of a CFO may be subject to the risks and benefits of leverage at the CFO level. If the Fund acquires interests in a Secondary Investment fund through a CFO, the Fund may be limited in its ability to enforce its rights against such Secondary Investment fund.Daily Valuation Risk. The Fund is offered on a daily basis and calculates a daily NAV per Share. The Adviser seeks to evaluate on a daily basis material information about the Fund’s holdings; however, for the reasons noted herein, the Adviser may not be able to acquire and/or evaluate properly such information on a daily basis. Due to these various factors, the Adviser’s fair value determinations could cause the Fund’s NAV on a valuation day to materially differ from what it would have been had such information been fully incorporated. As a result, investors who purchase Shares may receive more or less Shares and investors who submit their Shares for repurchase may receive more or less cash proceeds than they otherwise would receive. Furthermore, the value at which the Fund’s investments can be liquidated may differ, sometimes significantly, from the valuations assigned by the Fund. In addition, the timing of liquidations may also affect the values obtained on liquidation. Commitment Strategy. The Fund’s investments in Secondary Investments typically will include an unfunded portion where the Fund commits to invest equity in an Investment Fund in the future, as will the Fund’s investments in Primary Investments. Similarly, the Fund’s Co-Investments may include an unfunded commitment to invest equity in special purpose vehicles or other issuers. These unfunded commitments generally can be drawn at the discretion of the general partner of the Investment Fund or other issuer subject to certain conditions (e.g., notice provisions). At times, the Fund expects that a significant portion of its assets will be invested in money market funds or other cash items, pending the calling of these unfunded commitments, as part of its risk management process to seek to ensure the Fund will have sufficient cash and cash equivalents to meet its obligations with respect to its unfunded commitments to invest equity in Investment Funds and special purpose vehicles that acquire Infrastructure Assets as they come due. The overall impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative.The Fund will employ an “over-commitment” strategy, which could result in an insufficient cash supply to fund unfunded commitments to Investment Funds. Such a short fall would have negative impacts on the Fund, including an adverse impact on the Fund’s ability to pay for repurchases of Shares submitted for repurchase by Shareholders, pay distributions or to meet expenses generally. Moreover, if the Fund defaults on its unfunded commitments or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Fund’s investment in the Investment Fund. Any failure by the Fund to make timely capital contributions in respect of its unfunded commitments may (i) impair the ability of the Fund to pursue its investment program, (ii) force the Fund to borrow, indirectly cause the Fund, and, indirectly, the Shareholders to be subject to certain penalties from the Investment Funds (including the complete forfeiture of the Fund’s investment in an Investment Fund), or (iii) otherwise impair the value of the Fund’s investments (including the devaluation of the Fund). Allocation Risk. The Firm advises clients and sponsors, administers, manages and/or advises traditional and non-traditional investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, programs, accounts or businesses, the “Related Investment Accounts”). Certain Related Investment Accounts may have investment objectives and/or utilize investment strategies that are similar or comparable to those of the Fund (the “Related Funds”). As a result, certain investments may be appropriate for the Fund and also for other Related Investment Accounts.Decisions as to the allocation of investment opportunities among the Fund and other Related Investment Accounts present numerous inherent conflicts of interest, particularly where an investment opportunity has limited availability. In order to address these conflicts of interest, the Firm adopted allocation policies and procedures that were designed to require that all investment allocation decisions made by the investment team are being made fairly and equitably among Related Investment Accounts over time.Subject to applicable law, the Firm will allocate opportunities among the Fund and the Related Investment Accounts in its sole discretion. The Firm will determine such allocations among its Related Investment Accounts in its sole discretion in accordance with their respective guidelines and based on such factors and considerations as it deems appropriate. Subject to the foregoing and the paragraph below, available capacity with respect to each investment opportunity generally will be allocated among the various Related Investment Accounts for which the investment has been approved pro rata.The 1940 Act imposes significant limits on co-investments with affiliates of the Fund. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in privately negotiated investments. However, the SEC exemptive order contains certain conditions that limit or restrict the Fund’s ability to participate in such transactions, including, without limitation, in the event that the available capacity with respect to such transactions is less than the aggregate recommended allocation to the Fund and the Related Investment Accounts. In such cases, the Fund may participate in an investment to a lesser extent or, under certain circumstances, may not participate in the investment. Additionally, third parties, such as the Investment Managers of Primary Investments, may not prioritize an allocation to the Fund when faced with a more established pool of capital also competing for allocation. Ultimately, an inability to receive the desired allocation to certain Infrastructure Assets could represent a risk to the Fund’s ability to achieve the desired investment returns. See “Investment Program - The Firm’s Allocation Policy.” Non-Diversified Status. The Fund is a “non-diversified” investment company for purposes of the 1940 Act, which means that it is not subject to percentage limitations under the 1940 Act on the percentage of its assets that may be invested in the securities of any one issuer. The Fund’s NAV may therefore be subject to greater volatility than that of an investment company that is subject to such a limitation on diversification. “J-Curve” Performance Risk. Investment Funds typically exhibit “J-Curve” performance, such that an Investment Fund’s NAV typically declines moderately or flattens during the early portion of the Investment Fund’s lifecycle as investment-related fees and expenses accrue prior to the realization of investment gains. As the Investment Fund matures and as assets are sold, the Advisers believe that the pattern typically reverses with increasing NAV and distributions. There can be no assurance, however, that any or all of the Investment Funds in which the Fund invests will exhibit this pattern of investment returns. Outstanding SecuritiesThe following table sets forth information about the Fund’s outstanding Shares as of June 30, 2026: <table style="margin-left:auto;border-spacing:0;table-layout:auto;width:100.0%;border-collapse:separate;margin-right:auto;"> <tr style="visibility:collapse;"> <td style="width:53.731%;box-sizing:content-box;"></td> <td style="width:1.52%;box-sizing:content-box;"></td> <td style="width:13.903%;box-sizing:content-box;"></td> <td style="width:1.52%;box-sizing:content-box;"></td> <td style="width:13.903%;box-sizing:content-box;"></td> <td style="width:1.04%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> <td style="width:12.382%;box-sizing:content-box;"></td> <td style="width:1%;box-sizing:content-box;"></td> </tr> <tr style="height:8pt;background-color:#ffffff;word-break:break-word;white-space:pre-wrap;text-align:left;"> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Amount Authorized</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Amount Held by the Fund for its Own Account</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> <td colspan="2" style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #000000;padding-right:0.01in;">Amount Outstanding</td> <td style="padding-top:0.01in;padding-left:0in;vertical-align:bottom;padding-bottom:0in;border-bottom:0.5pt solid #ffffff03;padding-right:0.01in;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;"><div>Class S Shares</div></td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">Unlimited</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1,085,772</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;"><div>Class D Shares</div></td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">Unlimited</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">1,323</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#cff0fc;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:top;padding-bottom:0in;padding-right:0.01in;text-align:left;"><div>Class I Shares</div></td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">Unlimited</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">87,387,480</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> </tr> <tr style="height:10pt;background-color:#ffffff;word-break:break-word;"> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;">Class U Shares*</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">Unlimited</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">None</td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> <td style="padding-top:0.01in;white-space:pre-wrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:center;">173,700</td> <td style="padding-top:0.01in;white-space:nowrap;padding-left:0in;vertical-align:bottom;padding-bottom:0in;padding-right:0.01in;text-align:left;"> </td> </tr> </table> Class S Shares 0 1085772 Class D Shares 0 1323 Class I Shares 0 87387480 Class U Shares 0 173700 VOTINGEach Shareholder has the right to cast a number of votes equal to the number of Shares held by such Shareholder at a meeting of Shareholders called by the Fund’s Board of Trustees. Shareholders will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would be entitled to vote, including certain elections of a Trustee and approval of the Advisory Agreement, in each case to the extent that voting by shareholders is required by the 1940 Act. Notwithstanding their ability to exercise their voting privileges, Shareholders in their capacity as such are not entitled to participate in the management or control of the Fund’s business and may not act for or bind the Fund. Investors purchasing Class S Shares will be charged a sales load of up to 3.50% of the investment amount. The table assumes the maximum sales load is charged. Class U Shares are not subject to a sales load; however, investors purchasing Class U Shares through a financial intermediary could be required to pay transaction or other fees on purchases and sales of Class U Shares to their financial intermediary in such amounts as their financial intermediary may determine. Any such fees will be in addition to an investor’s investment in the Fund and not deducted therefrom. Investors should consult with their financial intermediary about the sales load and any additional fees or charges their financial intermediary might impose on each class of Shares. See “Plan of Distribution.” The Fund pays the Adviser a Management Fee at an annual rate of 1.60% based on the Fund's daily net assets, accrued daily and payable monthly in arrears within ten (10) business days after the end of the month. Some or all of these Investment Funds charge carried interests, incentive fees or allocations based on the investment performance (“Performance Fees”). Such Investment Funds generally charge management fees of 1.00% to 2.00% based on committed capital or net asset value, and approximately 15-20% of net profits as Performance Fees. The Acquired Fund Fees and Expenses disclosed above are based on the actual fees and expenses of the Investment Funds in which the Fund was invested for the period ended December 31, 2025, which may change substantially over time, and, therefore, significantly affect “Acquired Fund Fees and Expenses.” The 0.65% shown as Acquired Fund Fees and Expenses reflects operating expenses of the Investment Funds (e.g., management, administration and professional fees and other fixed fees and expenses of the Investment Funds), excluding any Performance Fees. Interest Payments on Borrowed Funds is based on the use of leverage in the form of bank borrowings equal to 0.00% of the Fund’s total net assets and the current annual interest rate on bank borrowings of 6.50%. The actual amount of interest expense borne by the Fund will vary over time in accordance with the level of the Fund’s use of bank borrowings and variations in market interest rates. Interest expense is required to be treated as an expense of the Fund for accounting purposes. See “Investment Program—Leverage.” The Fund has adopted a distribution and shareholder services plan (the “Distribution and Shareholder Services Plan”) and pays the Distribution and Shareholder Servicing Fee under such plan. The maximum annual rates at which the Distribution and Shareholder Servicing Fees may be paid under the Distribution and Shareholder Services Plan (calculated as a percentage of the Fund’s average daily net assets attributable to each of the Class S Shares and Class U Shares) is 0.85% for Class S Shares and 0.75% for Class U Shares, of which 0.25% is a shareholder servicing fee and the remaining portion, if any, is a distribution fee. Class I Shares are not subject to any distribution and/or shareholder servicing fee under the Distribution and Shareholder Services Plan. See “Plan of Distribution.” Other Expenses include all other expenses incurred by the Fund, such as professional fees relating to legal, tax and audit expenses; Fund operating expenses such as transfer agency fees, custody fees, administration fees, trustee fees, and non-interest related credit facility fees (amortization of debt acquisition costs); and expenses relating to the offering and sale of Shares. Other expenses are based on estimated amounts for the Fund’s current fiscal year. Includes amounts paid under an administration agreement (the “Administration Agreement”) between the Fund and StepStone Private Wealth as administrator (the “Administrator”). Under the Administration Agreement, the Fund pays the Administrator an administration fee (the “Administration Fee”) in an amount up to 0.180% on an annualized basis of the Fund’s net assets. From the proceeds of the Administration Fee, the Administrator pays UMB Fund Services, Inc. (the “Sub-Administrator”) a sub-administration fee (the “Sub-Administration Fee”) in an amount up to 0.08% on an annualized basis of the Fund’s net assets, subject to a minimum annual fee. The Sub-Administration Fee is paid pursuant to a sub-administration agreement and a fund accounting agreement each between the Administrator and the Sub-Administrator. The Administration Fee is accrued daily based on the value of the net assets of the Fund as of the close of business on each business day (including any assets in respect of shares that is repurchased by the Fund on such date) and payable in arrears within ten business days after the end of the month. The Sub-Administration Fee is calculated in a manner substantially similar to the Administration Fee and is payable monthly in arrears.