Stonepeak: investment adviser

Where the context requires, references herein to “Fund Clients” and “Stonepeak Funds” will be deemed to include the applicable SMA Clients. As such, the Advisers are together filing a single Form ADV. Where the context requires, references herein to the “Adviser” will be deemed to include the applicable Relying Advisers. Stonepeak has been in business since March 2011 and is under the direction of Mr. Michael Dorrell by virtue of his sole ownership of Stonepeak Partners LLC, the general partner of Stonepeak (“Stonepeak Partners GP”) and by virtue of his status as an indirect limited partner of Stonepeak. Mr. Dorrell, as Chairman, Chief Executive Officer and Co-Founder of Stonepeak, together with Mr. Jack Howell and Mr. Luke Taylor, as Co-Presidents of Stonepeak, are responsible for all dayto-day operations and management decisions of Stonepeak. Certain Stonepeak employees are also indirect limited partners of Stonepeak and entitled to a portion of its profits. The Advisers provide investment advisory (discretionary) services exclusively for Fund Clients and operate mainly across the following strategies and/or products: (i) Stonepeak Infrastructure, which primarily focuses on privately negotiated, control and control-oriented large-scale core-plus / value-add equity investments in infrastructure categories (for both operating companies and assets) in North America using a broad variety of investment types and transaction structures. (ii) Stonepeak Renewables, which primarily focuses on privately negotiated, equity and equityrelated investments across the renewable energy sector, including, but not limited to, solar, wind, hydro, distributed energy, energy-storage projects and other sustainable energy infrastructure assets, businesses and / or companies in member countries of the Organization for Economic Cooperation and Development or any successor organization thereto (“OECD Countries”) and other select similarly developed markets using a broad variety of investment types and transaction structures. (iii) Stonepeak Asia, which primarily focuses on privately negotiated, control and controloriented core-plus / value-add equity investments in infrastructure categories (for both operating companies and assets) in Asia Pacific using a broad variety of investment types and transaction structures. (iv) Stonepeak Core, which primarily focuses on a diversified core infrastructure private equity investment strategy in OECD Countries and select similarly developed markets using a broad variety of investment types and transaction structures.

(v) Stonepeak Opportunities, which primarily focuses on infrastructure and infrastructurerelated investments in middle-market companies in OECD Countries (with a strong focus on North America and Europe) using a broad variety of investment types and transaction structures. (vi) Stonepeak Credit, which primarily focuses on non-control secondary and originated bonds, loans, and other credit instruments, in each case in infrastructure investment categories. (vii) Stonepeak Digital Infra, which primarily focuses on (i) privately-negotiated equity and equity-related investments in digital infrastructure primarily in OECD Countries and (ii) debt investments in digital infrastructure assets and businesses and related companies primarily in OECD Countries. (viii) Stonepeak Real Estate, which primarily focuses on privately negotiated, control and control-oriented investments (taking into account its relevant target characteristics and investment limitations) in real estate investments that are primarily located in North America using a broad variety of investment types and transaction structures. (ix) Boundary Street, which primarily focuses on providing flexible capital solutions to privately held, lower-middle market, growth-stage businesses in digital infrastructure, digital services and enterprise software areas of the telecommunications and technology (“T&T”) sectors, primarily through the debt capital structure of portfolio companies, exclusively within the U.S. market. (x) Stonepeak-Plus Infrastructure, which offers eligible investors access to Stonepeak’s infrastructure platform through direct investments, secondary investments, and/or primary commitments, in each case related to investments primarily in, or alongside, other investment funds, vehicles, separate accounts and/or other similar arrangements managed, advised or operated by Stonepeak. (xi) Stonepeak Catalyst, which focuses on opportunistic infrastructure and private equity investments in the energy transition sector primarily in OECD Countries and other select similarly developed markets, including, but not limited to investment in renewable power generation, low carbon fuels, emerging energy transition technologies and business models (such as green hydrogen, carbon capture, energy efficiency, electric mobility), energy transition supply chain (including manufacturing, installation, maintenance or support services, and recycling or circular economy businesses), and business transformation or brown to green investments. The services provided by the Advisers include: identification and evaluation of prospective investments for Fund Clients, negotiation and consummation of the acquisition and financing of debt and equity securities, monitoring, directing management teams of portfolio investments, providing strategic input to portfolio investments and performing administrative services for Fund Clients under an investment advisory agreement with each Fund Client. The Advisers work also alongside business executives who have been retained specifically for their deep operating experience in infrastructure sectors relevant to the Advisers’ investment thesis (the “Operating Partners”) (see “Item 5 – Fees and Compensation” for more information on the Operating Partners) and network of contacts in an effort to generate off-market deal flow and conduct due diligence.

The Advisers provide investment advisory services to their Fund Clients pursuant to the terms of an investment advisory agreement with each Fund Client. Each investment advisory agreement tailors the advisory services provided to each Fund Client in a manner consistent with the investment objectives, limitations and manner of operation provided for in the private offering documentation and limited partnership agreement for the respective Fund Clients. These limitations often include: •

Diversification requirements: limitations are often placed on the aggregate percentage of capital commitments that may be invested in any one investment.

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Geographic limitations: limitations are often placed on the aggregate percentage of capital commitments that may be invested in certain geographic locations.

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Open market transactions: limitations are often placed on the aggregate percentage of capital commitments that may be used to purchase open market securities.

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Transactions with portfolio companies of other Fund Clients: limitations are often placed on the ability to acquire the debt of a portfolio company of another Fund Client.

The Advisers do not participate in wrap fee programs in providing portfolio management services. Stonepeak establishes separate investment committees for the Fund Clients, and such investment committees are generally responsible for making all major investment decisions in respect of the Fund Clients. Stonepeak has established, and may in the future continue to establish, one or more other committees and/or sub-committees with respect to a Fund Client’s investment activities. For information related to the composition of a particular Fund Client’s investment committee, please review that Fund Client’s confidential private placement memorandum and Part 2B of Stonepeak’s Form ADV. Stonepeak provides investment advice to one or more Fund Clients that are organized as trusts and are governed and/or controlled by third-party trustees and/or that issue notes and/or other debt instruments to investors. Where the context requires, references herein to “limited partners” will be deemed to include such debt instrument holders and references herein to a Fund Client’s “limited partnership agreement” will be deemed to include the governing agreements of a Fund Client that is organized as a trust. TIAA-Stonepeak Investments II, LLC, a Delaware limited liability company (“TIAA Advisor Investor”), owns a minority interest of Stonepeak Advisors Holdings LLC, a Delaware limited liability company (“SAH”) as a member thereof, a minority interest of Stonepeak GP Holdings LP, a Delaware limited partnership (“Stonepeak GP Holdings I”), as a limited partner thereof, a minority interest of Stonepeak GP Holdings II LP, a Delaware limited partnership (“Stonepeak GP Holdings II”), as a limited partner thereof and a minority interest of Stonepeak GP Holdings III LP, a Delaware limited partnership (“Stonepeak GP Holdings III” and, together with Stonepeak GP Holdings I and Stonepeak GP Holdings II, “Stonepeak GP Holdings”) as a limited partner thereof. Stonepeak GP Holdings I is the sole member of the general partner of Stonepeak Fund I (as defined herein) (“Stonepeak GP I”). Stonepeak GP Holdings II is the sole member of the general partner of Stonepeak Fund II (as defined herein) (“Stonepeak GP II”). Stonepeak GP

Holdings III is the sole member of the general partner of Stonepeak Fund III (as defined herein) (“Stonepeak GP III”). Through its interests in SAH, Stonepeak GP Holdings I, Stonepeak GP Holdings II and Stonepeak GP Holdings III, TIAA Advisor Investor has indirect interests in Stonepeak Advisors I, Stonepeak GP I, Stonepeak GP II and Stonepeak GP III, respectively. TIAA Advisor Investor has no ownership interest in Stonepeak or Stonepeak Partners GP. TIAA Advisor Investor is an affiliate of Teachers Insurance and Annuity Association, a stock life insurance company (“TIAA”). In addition, in November 2018, Stonepeak entered into a preferred equity financing transaction with certain private investment funds affiliated with Landmark Equity Advisors, LLC (collectively, “Landmark”) pursuant to which Landmark is entitled to receive, indirectly vis-à-vis their limited partnership interests in Stonepeak Investment Holdings LP (the “SIH SPV”), a Delaware limited partnership controlled by an affiliate of the Adviser, repayment proceeds representing less than 10% of the management fee income from the Adviser and less than 25% of the carried interest with respect to each of Stonepeak Fund I, Stonepeak Fund II and Stonepeak Fund III, as well as proceeds from other investments (including, direct or indirect investments in Stonepeak Funds) acquired by the SIH SPV with proceeds from the financing transaction (if any), until such time as the repayment and/or return conditions have been met pursuant to the terms of the governing documents of the SIH SPV. On June 28, 2023, Stonepeak accepted a minority investment from investment vehicles managed by Blue Owl Capital Inc.’s GP Strategic Capital platform (formerly known as Dyal Capital) (“Blue Owl”), a capital provider for institutional alternative asset managers. Blue Owl subsequently made several follow-up investments in Stonepeak. In sum, Blue Owl Capital and other third-party strategic investors (together, “Third Party Owners”) are, in the aggregate, indirectly entitled to receive less than 17% of the fee income of the Adviser and less than 17% of the carried interest with respect to each Fund Client. Each such third-party investor currently has no control over the day-to-day operations or investment decisions of Stonepeak as they relate to Fund Clients, but do have certain customary minority protection rights. Stonepeak and its Relying Advisers collectively manage assets on a discretionary basis in the amount of $81,908,879,915 as of December 31, 2025. The Adviser does not manage any assets on a non-discretionary basis. Stonepeak Capital Markets Stonepeak’s capital markets business is comprised of (i) Stonepeak Capital Holdings LLC (f/k/a Stonepeak Finance Holdings LLC), a non-securities-related capital markets business affiliated with Stonepeak (“Stonepeak Financial”), the primary focus of which is to, among other things, arrange, place, underwrite, originate and syndicate loans, and a securities-related capital markets business, and (ii) Stonepeak Securities (as defined below) (together with Stonepeak Financial and certain affiliates thereof, “Stonepeak Capital Markets”), the primary focus of which is to, among other things, arrange, place, underwrite, originate and syndicate securities, including underwriting private offerings and participating in the underwriting syndicate for public offerings. Stonepeak Capital Markets also acts as an advisor to Stonepeak Funds and/or their respective portfolio companies in connection with facilitating mergers and acquisitions, financial restructurings, asset sales, divestitures and other business combination transactions. In conducting securities

underwriting, Stonepeak Securities will generally act as an initial purchaser or placement agent on a best-efforts basis. Stonepeak Securities does not expect to act as the lead underwriter and in most instances would expect to join the underwriting syndicate at the invitation of the issuer or lead underwriter and engage on a passive basis. In connection with the foregoing, an affiliate of Stonepeak, Stonepeak Securities LLC (“Stonepeak Securities”), has received the approval of the SEC and Financial Industry Regulatory Authority (“FINRA”) for broker-dealer registration and FINRA membership to engage in the foregoing services. Please see Item 10 for additional information regarding Stonepeak Capital Markets. Stonepeak+ Stonepeak has established a wealth solutions business (“Stonepeak+”) that interfaces with high net worth or retail investors and develops products designed to provide them with access to the asset classes in which Stonepeak invests. Stonepeak+ provides, and is expected to continue to provide, investment management services to one or more investment vehicles through which such investors access the alternative investment strategies pursued by Stonepeak, which are further discussed below in Item 8. In addition, Stonepeak+ offers customized separately managed account arrangements to financial intermediaries or end-investors who meet certain eligibility criteria. Stonepeak+ also publishes educational materials about alternative investments. Boundary Street In December 2024, certain affiliates of Stonepeak acquired a 51% interest in Boundary Street Capital, LP and certain of its affiliates (“Boundary Street”) with the prior owners collectively retaining an indirect 49% interest (the “Boundary Street Transaction”). Boundary Street provides investment advisory services to pooled investment funds. Boundary Street operates as part of Stonepeak’s advisory business and is a relying adviser of Stonepeak. Boundary Street provides investment advisory services to certain funds (the “Boundary Street Funds”) alongside the general partners of such Boundary Street Funds (each a “Boundary Street GP” and collectively, the “Boundary Street GPs”). The Boundary Street GPs are affiliates of Boundary Street. Prior to the Boundary Street Transaction, Boundary Street was a relying adviser of another registered investment adviser and certain personnel of such registered investment adviser continue to retain indirect minority interests in Boundary Street and interests in the Boundary Street GPs and serve as investment committee members to the Boundary Street Funds. Furthermore, the prior owners of Boundary Street are indirectly, through certain equity interests in a Stonepeak affiliate that such persons received as consideration in the Boundary Street Transaction, entitled to receive a de minimis amount of the fee income of the Adviser (including management fee income and other income generated from the acquisition, ongoing advisory and transaction fees received by the Adviser in connection with investments by its Fund Clients). See Item 10 – “Other Financial Industry Activities and Affiliations” and Item 11 – “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.

period), in the case of some Fund Clients, or (2) the fair market value of investments that have not been disposed of (after the applicable investment period), in the case of other Fund Clients. However, in the case of some Fund Clients, management fees are based on (i) the Fund Client’s net asset value, (ii) capital contributions to the Fund Client for investments that have not been disposed of, or (iii) capital contributions to the Fund Client for equity investments and the net investment amount for debt investments. The Adviser charges management fees to some Fund Clients in advance and other Fund Clients in arrears. The management fees are negotiated with the investors of each Fund Client, and are subject to waiver or reduction by the Adviser at its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements. Fees will often differ from one Fund Client to another, as well as among investors in the same Fund Client. The fee structures described above may be modified from time to time. In certain cases, the rate of management fees payable by an investor in a Fund Client will be lower based on the size of the investment in the Fund Client made by the investor if investment commitments meet certain size-based fee reduction qualifications or other characteristics such as if an investor participates prior to a specified closing of such Fund Client. Management fees generally are either withheld from distributions or funded from capital calls by each Fund Client and its investors and deducted directly from the Fund Clients’ investor accounts or through subscription credit facility borrowings (which would reduce the amount of capital otherwise available to a Fund Client for making investments), and paid to the Adviser quarterly in advance, in the case of some Fund Clients, or in arrears, in the case of certain other Fund Clients. Moreover, to the extent the management fee with respect to any Fund Client is based on capital contributions of investments that have not been the subject of a disposition, the management fee base will include any capitalized deal-specific expenses incurred in connection with such unrealized investments irrespective of whether such expenses are paid by such Fund Client (or any special purpose vehicle or holding vehicle through which it invests) or the portfolio company itself. Investors should note that acquisition costs for unrealized investments will include, and the management fee will accrue on, costs for investments that are capitalized into the overall cost of the investment for U.S. GAAP purposes whether such costs are paid to Stonepeak or its affiliates or to a third party, including, without limitation, any legal fees and expenses, transaction fees, commitment fees, underwriting fees, operating partner and senior advisor fees, actual or estimated third-party diligence expenses, borrowing and other financing fees and expenses (including interest expenses), as well as amounts that are eligible to be treated as “Partnership Expenses” under the applicable LP Agreement rather than as capital contributions for the making of investments.

Further, with respect to Fund Clients whose management fee base is calculated based on capital contributions, to the extent that any such fees and/or expenses are subject to any offset against the management fee otherwise borne by Fund Client investors, the benefit of any such offset would be reduced because such fees and/or expenses would increase the base on which the management fee is calculated. To the extent that any such fees and/or expenses (e.g., transaction fees paid to Stonepeak) are not fully subject to such offset and are paid to Stonepeak or its affiliates, the lack of a full offset would give Stonepeak an additional incentive to have a Fund Client or portfolio company bear such fees and/or expenses. Certain LP Agreements provide that a Stonepeak GP shall in good faith consider and determine to what extent any refinancing, recapitalization or other similar transaction with respect to an investment in a portfolio company constitutes a partial disposition. Unless the LP Agreement expressly provides to the contrary, a Stonepeak GP will not be required to treat a refinancing, recapitalization or other similar transaction as a partial disposition and as a result, the Fund Client’s management fees will not be reduced (in whole or in part) therefrom. In addition, Stonepeak has entered, and it can be expected that Stonepeak in the future will enter, into certain arrangements with investors (and/or one or more of their affiliates) that involve an overall relationship with Stonepeak that could (but is not required to) incorporate one or more existing or future strategies (including, but not limited to, a different sector and/or geographical focus within the same or a different business unit) in addition to the Fund Clients’ strategies. Such an arrangement often involves (but is not required to involve) an investor agreeing to make a capital commitment to multiple Fund Clients, as well as such investor’s (or group of investors’) strategic value to Stonepeak as a firm more generally; such an arrangement may also be given on the basis of the investor’s capital commitments to one or more prior Fund Clients. Investors will not receive a copy of any agreement memorializing such an arrangement (even if in the form of a side letter) and will be unable to elect in the “most-favored nations” election process any such rights or benefits afforded through such arrangement. Specific examples of such additional rights and benefits include, among others, specialized reporting, knowledge transfer and/or secondments of personnel from the investor to Stonepeak (or vice versa), excuse/exclusion rights, discounts or reductions on and/or reimbursements, rebates and offsets of management fees, carried interest, transaction fees, commitment fees or other fees and expenses, targeted amounts for co-investments alongside Stonepeak vehicles (including, without limitation, preferential or favorable allocation of co-investment, and preferential terms and conditions related to co-investment or other participation in Stonepeak vehicles (including any carried interest, management fees, transaction fees and/or commitment fees to be charged with respect thereto, as well as any additional discounts, reductions, reimbursements, rebates or offsets thereof or other penalties that would result if certain target co-investment allocations or other conditions under such arrangements are not achieved)). Generally, the Adviser’s Fund Clients (and, indirectly, the investors in such Fund Clients) bear all the costs of operating their fund(s). The third party and Adviser out-of-pocket costs of identifying and evaluating possible investments, acquiring or selling investments, and investment bank and broken deal fees and expenses as well as general organizational expenses, placement fees and other Fund Client expenses (to the extent the Adviser pays or otherwise advances any such amounts on a Fund Client’s behalf), are charged to the Fund Client and billed and allocated to investors by the Fund Client on a pro-rata basis based on each investor’s committed capital. Broken deal expenses charged to a Fund Client will also include all fees, costs and expenses incurred in connection with

a potential or unconsummated transaction (including a Stonepeak GP-led secondary transaction) in which the only contemplated buyers are, or in which the contemplated buyers include, affiliates of a Stonepeak GP, or in respect of which an affiliate of a Stonepeak GP otherwise has an interest. Subject to certain exceptions, co-investment vehicles generally do not bear their share of broken deal fees and expenses (such as reverse termination fees, forfeited deposits, extraordinary expenses such as litigation costs and judgments and other expenses) for unconsummated transactions and such fees and expenses will be paid by the Fund Clients to the fullest extent permitted by applicable law. The costs and expenses of travel, meals, entertainment, lodging and related expenses in connection with sourcing, diligencing, investigating and/or monitoring prospective or actual transactions, as well as a Fund Client’s investment activities, including airfare (whether private charter, first class, and/or business class) or ground transportation (including private premium rental cars) are borne by the relevant Fund Client(s) and can be substantial. In connection with certain business expenses borne by the Fund Clients, Stonepeak employees earn perquisites like airline, hotel or rental company “miles” or “points” or credit in loyalty/status programs (including credit card points), and such perquisites or their fair value amounts are not shared with or credited to the Fund Clients. Costs and expenses generated by the operation of the Stonepeak Funds and Boundary Street Funds are borne by Fund Clients (and indirectly by the investors in such Fund Clients) as more fully described in each Fund Client’s organizational documents and offering materials and generally include, without limitation, all fees, costs and expenses directly related to the purchase, monitoring (including with respect to energy, sustainability and responsible investing, cyber security, anticorruption and other similar functions), and sale of securities, expenses for and/or relating to custodians, bookkeeping, legal counsel, accountants, administrators, auditors, paying agents, depositaries, advisors (including tax advisors and senior advisors), deal finders, consultants, brokers, agents, valuation firms, operating partners and other third-party professionals, brokerage commissions, any insurance, indemnity, litigation or arbitration expense including, without limitation, settlements of claims (whether involving alleged wrongdoing or otherwise) and payment of advisers in connection with litigation involving investment or other activities of a Fund Client, charitable contributions (whether paid directly or indirectly to a charity or for the benefit of a charitable purpose), or the costs and expenses of any lenders, investment banks, and other financing sources or guarantees, expenses of any limited partner advisory committee (if any) of each Stonepeak Fund and Boundary Street Fund, any third-party advisory committees of a Fund Client formed by its Stonepeak GP, any out-of-pocket expenses relating to administrative, accounting, technology and/or technology related services (including licensing and maintenance fees and the costs of procuring, developing, implementing, maintaining and upgrading computer software and hardware and other AI Technologies (as defined herein)) and technological systems for the benefit of a Fund Client (including electronic subscription documents, information management systems or technology (including the costs of any professional service providers) and artificial intelligence or machine learning systems and technologies) or incurred in connection with each Stonepeak Fund’s legal, administrative, and regulatory compliance with U.S. federal, state, local, non-U.S., or other laws and regulations (including without limitation, expenses and other charges allocated or relating to such Stonepeak Fund’s activities (including the preparation and filing of Form PF or other reports to be filed with the U.S. Commodity Futures Trading Commission, Section 16 filings, Schedule 13D filings, Schedule 13G filings, Form 13F and Form 13H to be filed with the U.S. Securities and Exchange Commission, lobbyist registration and reports, notices or disclosures, filings and notifications prepared in connection with the laws and/or

regulations of jurisdictions in which a Stonepeak Fund engages in activities, including any notices, reports and/or filings in compliance with the enabling legislation published in the Cayman Islands or required in accordance with the Directive 2011/61/EU of the European Parliament and of the European Council of 8 June 2011 on Alternative Investment Fund Managers, as amended, the European Union Sustainable Finance Disclosure Regulation and any other applicable legislation or regulations related to the European Commission’s Action Plan on Financing Sustainable Growth and/or any related regulations and any other comparable legislation or regulations published by another relevant jurisdiction (including fees, costs and expenses incurred in connection with the diligencing, establishment, implementation, assessment, attestation, monitoring and/or measurement of the ESG-related programs and initiatives with respect to the Stonepeak Funds (including all fees, costs and expenses incurred in connection with tracking tools, engineering, land, seismic, geographical or geological reporting tools, climate risk and resiliency assessments, greenhouse gas emissions assessments and reduction evaluations, energy, sustainability and responsible investing metrics assessments, diversity and inclusion assessments, and any other such assessments, measurements, advice, verification, assurance or reports prepared on, conducted as part of implementing, monitoring, standardizing, disclosing and maintaining such programs, to the extent implemented), and other regulatory filings, notices or disclosures of the Adviser and its affiliates relating to the Stonepeak Funds’ activities, but excluding regulatory expenses of the Adviser related to registering and maintaining its registration under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and compliance expenses of the Adviser thereunder (other than those incurred in connection with regulatory filings relating to a Stonepeak Fund’s activities) and expenses of site visits, investigations or proceedings under the Advisers Act))), all fees and expenses incurred by certain Fund Clients in connection with the application to be licensed and the licensing of the certain Fund Clients as a small business investment company (an “SBIC”) under the Small Business Investment Act of 1958, as amended, and the rules and regulations promulgated thereunder by the U.S. Small Business Administration (the “SBA”), as in effect from time to time (the “SBIC Act”), all amounts payable to the SBA under the SBIC Act (including, without limitation, SBA examination fees), and all amounts payable in connection with any SBA leverage, and any taxes, fees, or other governmental charges levied against the Stonepeak Funds, the cost of borrowings, guarantees, and other financing (including interest, fees and related legal expenses), any costs and expenses arising from any foreign exchange or other currency transactions, fees, costs and expenses related to the organization or maintenance of any intermediate entity or other person used to acquire, hold or dispose of any one or more investment(s) (i.e., such entity is part of the investment structure), including without limitation any travel and accommodation expenses related to such intermediate entity and the salary and benefits of any personnel (including personnel of the Adviser or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith, expenses associated with a Stonepeak Fund’s compliance with applicable laws and regulations, expenses associated with auditing, research, reporting and technology, news and quotation equipment and services (including other notices and communications) and technology, including preparation of financial statements, tax returns, K-1s and other communications or notices relating to the applicable Stonepeak Fund, expenses of market data and research (including data and research utilized in connection with specific proposed or actual investments), printing and publishing expenses, expenses of loan servicers, loan administrators or other third party service providers, expenses incurred with third parties associated with the development, negotiation, acquisition, obtaining regulatory approval for, settling, holding,

monitoring and disposition of actual and potential investments (including, without limitation, any sourcing, brokerage, custody, or hedging costs and travel (including any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, or visits or meetings with one or more companies or company executives in which a Fund Client may invest), travel-related communications and other related expenses in connection with a Fund Client’s investment activities inclusive of research-related and data collection expenses, such as market data and research utilized in connection with a Fund Client’s investment activities), expenses of any arbitration pursuant to the terms of the governing documents of the applicable Fund Client (to the extent borne by such Fund Client as provided thereunder), the costs and expenses of insurance (including title insurance), bank fees, expenses of starting-up, terminating, winding up and liquidating and ultimately dissolving a Fund Client, the costs and expenses of any litigation, settlement or extraordinary expense or liability involving a Fund Client or any person in which a Fund Client holds an investment (directly or indirectly) or otherwise relating to such investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith, expenses related to annual meetings of investors and investor reporting and costs and expenses of administering side letters entered into with investors (including customized reporting provisions and the process of distributing and implementing applicable elections pursuant to any “mostfavored-nations” clauses in side letters); out-of-pocket expenses incurred in connection with any amendments to the governing documents of a Fund Client; any transfer of interests (to the extent not reimbursed by the parties to any such transfer); any expenses associated with redemptions, conversions and admissions on an ongoing basis of investors with regard to certain Fund Clients; to the extent not paid by any Stonepeak feeder fund or its partners, the fees, costs and expenses of such Stonepeak feeder funds (which fees, costs and expenses may be specially allocated to such Stonepeak feeder funds), including fees, costs and expenses as described in the applicable limited partnership agreement of a Fund Client applicable to such Stonepeak feeder fund, first class lodging, ground transportation, travel and premium meals (including, as applicable, closing dinners and mementos, cars and meals (outside normal business hours), and social and entertainment events with portfolio entity management, customers, clients, borrowers, brokers and service providers) and related costs and/or expenses incidental thereto. In addition, each Fund Client will bear its pro rata share of the Fund Client’s and the Adviser’s organization and startup expenses as provided in the applicable LP Agreement, including, without limitation, legal, accounting, filing, capital raising, and other organization expenses. Such organization expenses also include airfare (whether private charter, first class, and/or business class), which can be substantial. Furthermore, placement fees will be funded by the Fund Clients, but such placement fees are applied to reduce the management fees otherwise payable to the Advisers. With respect to expenses associated with market data or research products, to the extent such expenses are directly attributable to a specific investment or potential investment, such expenses are borne pro rata (based on invested capital or the amount expected to be invested) by the specific Fund Client(s) or entities that participate or which are expected to participate in an investment. To the extent market data and research expenses are not directly attributable to a particular investment (for example, broad, recurring, enterprise-wide licensing), Stonepeak will allocate such expenses on a fair and equitable basis between the Fund Clients and Stonepeak taking into account, among other factors, the amount of regulatory assets under management of each Fund Client utilizing such market data or research product, whether the utilization of such market data or research product is limited to a specific strategy or sector, the number of users that have access to specific market data or research product, whether non-investment team members use such market data or

research product and any other factors that Stonepeak determines in good faith are relevant under the circumstances. In addition, subject to certain limitations set forth in the governing document of the SIH SPV (the “SIH SPV LPA”), the SIH SPV (and its limited partners) is also required to bear all SIH SPV expenses which are not ordinary-course internal operating expenses and office overhead expenses of its general partner required to be paid by such general partner pursuant to the SIH SPV LPA, including, but not by way of limitation, interest on borrowed money, third-party valuation and/or appraisal fees, brokerage fees, finder’s fees, investment banking fees, reasonable legal fees, any obligation to indemnify certain persons pursuant to the SIH SPV LPA, the premium for insurance coverage detailed in the SIH SPV LPA, audit fees and accounting fees and expenses, fees and expenses incurred in connection with the maintenance of a registered office and agent in the State of Delaware, taxes and other governmental charges applicable to the SIH SPV on account of its existence and/or operating fees, fees incurred in connection with the maintenance of bank of custodian accounts and fees, and expenses associated with the preparation of the SIH SPV’s financial statements and other reports contemplated by the SIH SPV LPA, tax estimates, tax returns and tax statements; to the extent not reimbursed by a prospective portfolio company, all out-of-pocket costs and expenses, if any, incurred by or on behalf of the SIH SPV in developing, negotiating and structuring prospective or potential investments that are not actually made, and extraordinary partnership expenses. The Adviser earns or anticipates earning in the future from portfolio companies (whether held by a Fund Client and/or co-investors, as described below) break-up, topping, director and organization, commitment, financing, transaction, divestment, monitoring, asset management and other similar fees for closing, monitoring transactions and other types of activities in the conduct of its administration services provided to the Fund Clients and from unconsummated transactions; each Fund Client’s pro rata share of such fees is generally credited 100% against the limited partners’ share of the management fees due from such Fund Client (to the extent such limited partners pay management fees, otherwise the Adviser retains such amounts without credit). Typically, the applicable LP Agreement will provide for a more comprehensive and more precise description of fees, expenses and funding mechanics, treatment and/or limitations involving possible co-investment opportunities and the allocation thereof to Fund Clients and non-clients, which will be negotiated between the Adviser and its Fund Clients on a case-by-case basis (and the description of fees and expenses herein is subject to the terms of the applicable LP Agreements). Prospective and existing investors in the Fund Clients are advised to review such provisions in the applicable Fund Client’s LP Agreement. Except as otherwise provided in the relevant Fund Client’s offering and governing documents, prospective investors investing after the initial Fund closing will be responsible for their pro rata share of Fund Client expenses incurred prior to the second, or subsequent closings, as applicable. From time to time, the Adviser will invite investors in Fund Clients or non-clients to co-invest in a particular portfolio company or other investment (typically to manage a Fund Client’s concentration in a specific investment or capital allocation strategy). Co-investment fees realized by the Adviser and the costs that the co-investor bears, including the extent to which a co-investor would share in any broken-deal costs, are negotiated by the Adviser on a case-by-case basis. These activities create a possible conflict of interest as the Adviser will receive fees in some cases that

are not credited against management fees of the Fund Client. This will also typically result in the Fund Clients bearing all such broken-deal costs. In addition, co-investment fees payable to the Advisers with respect to co-investment vehicles are generally as high as half of that received with respect to Fund Clients and as low as zero. However, certain co-investment vehicles, including those that invest alongside multiple Fund Clients and which may be dedicated or “standing” coinvestment vehicles, have different economic arrangements (e.g., management fees and carried interest, if any) and include investment strategies in respect of investments that are not made alongside a Fund Client and will be allocated such investments subject to and in accordance with the governing documents of the Fund Clients and Stonepeak’s allocation policy. It should also be noted that expenses related to the organization of co-underwriting, co-bidding and/or co-investment vehicles formed to invest in deals made by Fund Clients where the initial closing of such vehicles occurs on or prior to the closing of the transaction (or, in certain limited circumstances, where the negotiation of such vehicles is substantially completed prior to the closing of the transaction even if the initial closing of any such vehicles has not yet occurred) are expected to be capitalized into the overall cost of the transaction, in which case limited partners in such Fund Clients will bear their pro rata share of such expenses, which can be expected to be material. Other costs that are often capitalized into the overall cost of a transaction include those relating to the drafting, negotiation and execution of “opt-in,” “opt-out” or other similar notices or forms for certain standing co-underwriting, co-bidding and/or co-investment vehicles with respect to such transaction. The capitalization of such expenses into the overall cost of the transaction will increase the amount of expenses borne by the Fund Clients, potentially materially so. To the extent management fees for a Fund Client are based on capital contributions, any such capitalized expenses will, in turn, increase the management fees payable by investors in such Fund Client. Stonepeak Securities conducts Stonepeak’s securities-related capital markets functions and Stonepeak Financial conducts Stonepeak’s non-securities-related capital markets functions as more fully described in Item 4 above. Subject to the terms of the applicable LP Agreements of the Fund Clients, fees, spreads, interest payments and other forms of compensation earned by Stonepeak Capital Markets (which includes Stonepeak Securities, Stonepeak Financial, and certain of their respective affiliates) in connection with the activities of a Fund Client, any holding or special purpose vehicle through which a Fund Client invests and a Fund Client’s portfolio companies, including, without limitation, fees for conducting financial services, advisory services (including capital markets advisory and credit advisory services), structuring, arranging, offering, holding, placement, financing, syndication, turnaround, workout, underwriting, solicitation, currency, hedging, loan agent, loan servicing, insurance, rating advisory, or other similar business as a broker, dealer, distributor, syndicator, arranger, underwriter, advisor or originator of securities or loans, or any similar capital markets related activity, as well as with respect to an initial public offering or private placement, the distribution of debt and equity securities of an investment, and the arranging or providing of financing for (or borrowings by) a Fund Client, any holding or special purpose vehicle through which a Fund Client invests or any of a Fund Client’s portfolio companies alone or with other lenders (which could include other Fund Clients), will not be subject to any management fee offset (any fees related to the above, the “Stonepeak Capital Markets Fees”). Such fees are expected to be in the form of success fees, transaction-based compensation, spreads or other fees in connection with the services described in Item 4 above under the heading “Stonepeak Capital Markets” and could include, by way of example, fees and/or commissions for equity syndications to co-investment vehicles.

Stonepeak Capital Markets may manage or otherwise participate in underwriting syndicates and/or selling groups with respect to the securities and/or loans and debt instruments of portfolio companies and other non-controlled entities in or through which certain Fund Clients invest, but also in respect of securities or other instruments of such portfolio companies in which such Fund Clients have not invested. Stonepeak Capital Markets will also manage or otherwise participate in underwriting syndicates and/or selling groups with respect to securities and/or loans and other instruments held directly or indirectly by certain co-investment vehicles. Further, Stonepeak Capital Markets will be involved in the public offering or private placement of such securities and/or loans and other instruments, and/or sometimes provide capital markets and/or credit advisory services to portfolio companies and other non-controlled entities in or through which Fund Clients invest, including in connection with mergers, acquisitions, and restructurings, and will alone, or with other counterparties, provide acquisition financing, lines of credit and other corporate lending or financing products and services to such entities in addition to financing provided through a Fund Client’s investment. In addition, certain of Stonepeak’s advisory professionals will be involved in such activities of Stonepeak Capital Markets, and their activities are expected to give rise to Stonepeak Capital Markets Fees that, subject to the terms of the applicable LP Agreements, are not subject to any management fee offset, even though such persons are involved in investment-related activities on behalf of one or more Fund Clients. In addition, Stonepeak Capital Markets Fees attributable to co-investors or Stonepeak-sponsored or other coinvestment vehicles and any fees, costs and expenses of Stonepeak Capital Markets in connection with the provision of the services described in Items 4 and 10 that are eligible to be treated as expenses of Fund Clients will not be subject to a management fee offset. It should be noted, however, that pursuant to the terms of the LP Agreements, any such Stonepeak Capital Markets Fees are required to be on arms’ length basis. Where Stonepeak is expected to make determinations of market rates or arms’ length terms (i.e., rates that fall within a range that Stonepeak has determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms), it will do so based on its consideration of a number of factors, which are generally expected to include Stonepeak’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by Stonepeak to be appropriate under the circumstances. In certain circumstances Stonepeak can be expected to determine that thirdparty benchmarking is unnecessary, including, but not limited to, instances when the price for a particular good or service is mandated by law or because in Stonepeak’s view no comparable service provider offering such good or service exists or because Stonepeak has access to adequate market data to make the determination without reference to third-party benchmarking or because a lead bank in the syndicate has determined or set the fee. Depending on the nature of the relevant services provided, expenses and costs to obtain benchmarking data will be borne by the relevant portfolio company or directly by the relevant Fund Clients receiving such services. Furthermore, subject to the terms of a Fund Client’s LP Agreement, Stonepeak expects to second personnel (including former Consultants that become Stonepeak personnel) to portfolio companies of one or more Fund Clients for purposes of serving in bona fide, non-director management capacities (or other operational capacities involving a material portion of such person’s business time) at such portfolio companies. This can be expected to include prospective portfolio companies with respect to the period of time after such company has become subject of an agreement to be acquired by Stonepeak but prior to the actual closing thereof. Seconded personnel could also

include current and former employees or other personnel of a portfolio company that a Fund Client, Stonepeak and/or any of their respective affiliates acquires as part of or in connection with an investment. In any case, any amounts paid to such persons (including, without limitation, for services provided prior to the closing of an investment but which are expected to add value or other support to a portfolio company following the closing thereof) by (or with respect to such) portfolio companies, including through reimbursement by the relevant Fund Clients, will not offset management fees in accordance with the provisions of the Fund LP Agreements. In addition, any such amounts shall be deemed to be arms’ length to the extent paid or otherwise approved by the relevant portfolio companies and shall not require any additional third-party benchmarking. See also “Secondments and Internships” in Item 11. Except in limited instances, management fees are non-refundable. Stonepeak may determine in the future to provide certain Fund Clients and their portfolio companies from time to time with services and support, including, but not limited to (i) to the extent not paid by a Fund Client portfolio company, any fees, costs and expenses of Stonepeak Capital Markets in connection with the provision of services described in Items 4 and 10 to a Fund Client or any investments thereof and (ii) in-house administrative, accounting (including tax services (e.g., tax compliance, tax oversight and tax structuring)), legal, hedging and currency management and transfer pricing services to any Fund Client and/or portfolio companies. Although the Stonepeak personnel that provide such services are employees of the Stonepeak GP or its affiliates, expenses and fees charged or specifically attributed or allocated by Stonepeak to provide such services, and expenses, charges and/or related costs incurred by such Fund Client, its parallel vehicles, the Stonepeak Advisors or their affiliates in connection with the provision of such services to such Fund Client and/or its portfolio companies, including, without limitation, compensation and other overhead allocable to such services, will, subject to the terms of the applicable LP Agreement of such Fund Client, be borne by such Fund Client to the extent not paid by its portfolio company or Stonepeak; provided, that Stonepeak determines in good faith that any such fees, costs and expenses are not greater than what would be paid to an unaffiliated third party for substantially similar services. In addition, such amounts will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Stonepeak, be subject to the management fee offset provisions of the LP Agreements. Finally, the Adviser and its affiliates also engage and retain strategic advisors, senior advisors, consultants, Operating Partners, industry experts, industrial specialists, joint venture and/or other partners and professionals (including, potentially, former Stonepeak employees as well as current and former executive officers of Stonepeak portfolio companies) (collectively, “Consultants”) who are not employees or affiliates of Stonepeak, SAH and Stonepeak Advisors and who will, from time to time, receive payments from, or allocations with respect to, portfolio companies (including, among other things, net transaction fees). The nature of the relationship with each of the Consultants and the amount of time devoted or required to be devoted by them varies considerably. In certain cases, they provide the Fund Clients and/or the Adviser with industry-specific insights and feedback on investment themes, assist in transaction origination, sourcing or due diligence, make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles and serve as executives or directors on the boards of portfolio companies or contribute to the identification and origination of new investment opportunities. Fund Clients may rely on these Consultants to recommend Stonepeak and a Fund Client as a

preferred investment partner but there is no assurance that any such Consultant will continue to be involved with Stonepeak and/or a Fund Client for any length of time. In most instances, Stonepeak has formal arrangements with these Consultants, but on occasion the relationships are more informal. In certain cases, Consultants have attributes of Stonepeak “employees” (e.g., they may have dedicated offices at Stonepeak, receive administrative support from Stonepeak personnel, participate in general meetings and events for Stonepeak personnel or on Stonepeak matters as their primary or sole business activity, have Stonepeak-related e-mail addresses or business cards and participate in certain benefit arrangements typically reserved for Stonepeak employees (e.g., healthcare-related)), even though they are not Stonepeak employees, affiliates or personnel for purposes of the governing documents of the Stonepeak Funds, and their salary and related expenses are paid by the Stonepeak Funds as partnership expenses or by portfolio companies without any reduction or offset to management fees. Some Consultants work only for a Stonepeak Fund and its portfolio companies, while others may have other clients. Consultants could have conflicts of interest between their work for a Stonepeak Fund and its portfolio companies, on the one hand, and themselves or other clients, on the other hand, and Stonepeak is limited in its ability to monitor and mitigate these conflicts. Consultants will likely provide services in respect of multiple matters, including in respect of matters related to Stonepeak, its affiliates and related parties, and any compensation and/or other costs of such Consultants will be allocated accordingly. Stonepeak will endeavor in good faith to allocate the Consultant compensation and/or costs of these arrangements, if any, to Stonepeak, the Fund Clients, portfolio companies and other parties based on time spent by the Consultants or another methodology Stonepeak deems appropriate in a particular circumstance. These Consultants are typically compensated (e.g., by receiving promote, net transaction fees, retainers, expense reimbursements, equity interests, etc.) from Stonepeak, Fund Clients and/or portfolio companies, though in certain circumstances they will remain uncompensated unless and until an engagement with a portfolio company develops. In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or the Fund Clients will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Stonepeak, be deemed paid to or received by Stonepeak and such amounts will not be subject to the offset provisions as described above. While receiving the foregoing compensation, these Consultants may also receive direct compensation from portfolio companies in the form of salary, bonuses, director fees or equity-based compensation, and such compensation will also not be subject to the offset provisions as described above. These Consultants often have the right or are offered the ability to co-invest alongside the Fund Clients subject to reduced or waived management fees, carried interest and/or transaction fees, including in those investments in which they are involved, or otherwise participate in equity plans for management of any such portfolio company. There can be no assurance that any of the Consultants will continue to serve in such roles and/or continue their arrangements with Stonepeak and/or any portfolio companies throughout the terms of Funds. From time to time, Stonepeak adds additional Consultants who were not acting as such, and thus were not named in offering documents, at the time of a Fund Client’s offering. On occasion, Stonepeak may hire a former employee of a company in which a Fund Client has or had an ownership interest. To the extent the former portfolio company employee continues to vest

in compensation from the portfolio company, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Fund Clients, investors and/or portfolio companies. Additionally, on occasion, a current portfolio company may be expected to in the future hire a former Stonepeak employee. To the extent the former Stonepeak employee continues to vest in compensation from Stonepeak, such compensation is not expected to be subject to the management fee offset or otherwise shared with the Fund Clients, investors and/or portfolio companies. In addition, compensation for the role at the portfolio company is not expected to be subject to the management fee offset or otherwise shared with the Fund Clients, investors and/or portfolio companies.

The receipt of Carry gives the Adviser and its supervised persons an incentive to recommend certain investments or the timing of exits to maximize capital gains, and to propose or make more speculative investments on behalf of those Fund Clients than it would otherwise make in the absence of such performance-based compensation. With respect to many Fund Clients and, in certain instances, their respective co-investment vehicles, this conflict of interest is generally mitigated by the investment by certain of the owners of the relevant general partner (or an affiliate thereof) of a significant portion of their individual liquid net worth pro rata with such Fund Client’s investments and the Fund Client’s receipt of a preferred return of fund profits, the amount of which includes all fund expenses (including management fees). In addition, in allocating investment opportunities, there could be incentives to favor Fund Clients with higher potential performance fees or Carry over Fund Clients with lower or no potential performance fees or Carry. As noted in Item 10 – “Other Financial Industry Activities and Affiliations,” there could also be incentives to favor the SIH SPV. Furthermore, as noted in Item 4, the investment committee of the Boundary Street Funds comprises senior Stonepeak personnel as well as senior investment personnel of a non-affiliated registered investment adviser who retain indirect minority interests in Boundary Street and interests in the Boundary Street GPs, but are not employees of Stonepeak. Because the Boundary Street GPs receive all of the potential Carry with respect to the Boundary Street Funds, to the extent that new Fund Clients are formed that follow a substantially similar investment strategy as the Boundary Street Funds and the general partners to such new Fund Clients are exclusively owned by Stonepeak or its personnel who have the potential to receive Carry or performance compensation from the new Fund Clients, there could be incentives for Stonepeak to favor such new Fund Clients over the existing Boundary Street Funds with respect to investment allocations, allocation of time and attention and other matters. Conversely, the investment personnel of the non-affiliated registered investment adviser who receive Carry with respect to the existing Boundary Street Funds will have an incentive to favor the existing Boundary Street Funds over such new Fund Clients. See Item 10 – “Other Financial Industry Activities and Affiliations” for additional information regarding the conflicts of interest posed by the Boundary Street Funds investment committee. The Adviser has instituted an allocation policy to mitigate those conflicts. In particular, to seek to reduce the effect of such incentives, the Adviser has adopted a written investment allocation policy pursuant to which it seeks to allocate investment opportunities among Fund Clients and/or the SIH SPV in a fair and equitable manner, taking into account, among other factors, the size, investment

objectives, acceptable risk levels, return targets, permissible asset classes, preferred asset classes and liquidity requirements of each Fund Client and/or the SIH SPV. This policy prohibits the allocation of investment opportunities based solely on anticipated compensation or profits to the Adviser or any of its affiliates or professionals and requires the review and approval of the relevant investment committees (comprised of senior Stonepeak personnel) for allocations of opportunities presented by Stonepeak’s allocation committee that may be appropriate for multiple Fund Clients and/or the SIH SPV. Each Fund Client and/or the SIH SPV typically has its own investment guidelines, governing agreements, and asset class focus that must be considered when making investment allocation determinations. See “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information. To the extent an investment opportunity is appropriate for more than one Fund Client and/or the SIH SPV, such investment opportunity will be allocated among such Fund Clients and/or the SIH SPV in accordance with Stonepeak’s allocation policy on a basis that Stonepeak believes in good faith to be fair and reasonable, taking into account, as applicable, the sourcing of the transaction, the nature of the investment focus of each such other vehicle, the relative amounts of capital available for investment, the terms of such Fund Clients’ and/or the SIH SPV’s governing documents and legal, tax, regulatory, accounting and other similar considerations deemed relevant by the Stonepeak GPs in good faith. Furthermore, with respect to each Stonepeak closed-end, blind-pool private equity fund, the applicable general partner of the Fund Client (each, a “Stonepeak GP”, which term includes any Boundary Street GP, as the context requires) or its affiliates will not close any pooled investment fund and/or separate or managed account, in each case, having a substantially similar investment objective as such Fund Client (other than a parallel fund, feeder vehicle, any alternative investment vehicles and any co-investment vehicle of such Fund Client) (any such pooled investment fund and/or separate or managed account, a “Similar Fund”) until at least a certain percentage of the capital commitments to such Fund Client have been invested, committed or reserved in investments, or until the end of the investment period. Any Similar Fund closed on or prior to the expiration of such Fund Client’s investment period will invest in investments alongside the applicable Fund Client until the expiration of such Fund Client’s investment period on the same terms and conditions in all material respects, with amounts for investment allocated between the applicable Fund Client and the Similar Fund on a basis that the Stonepeak GPs believe in good faith to be fair and reasonable, unless (i) the advisory committee of the applicable Fund Client consents, (ii) the investment by the applicable Fund Client is legally or contractually prohibited or (iii) as a result of the application of any law, regulation or governmental order, the investment could have a material adverse effect on the applicable Fund Client, the Stonepeak GPs or any of their affiliates. In addition, there is some overlap in the investment types permitted by the various Fund Clients. If the investment committee of more than one Fund Client approves a potential investment, Stonepeak will allocate the investment opportunity in accordance with its allocation policy and procedures. See “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.

Investors in the Fund Clients are generally (i) an “accredited investor” as defined in Regulation D under the Securities Act, and (ii) a “qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act, and/or meet other suitability requirements (including, in some circumstances, a person that is not a U.S. person as defined in Regulation S under the Securities Act), and include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, government owned investment companies, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies, or other entities.

The Adviser often employs specialist consultants to evaluate resource forecasts for investments. Investment Strategies – Infrastructure Funds The “Stonepeak Flagship Funds” include Stonepeak Infrastructure Fund LP, a Delaware limited partnership (“Stonepeak Fund I”), Stonepeak Infrastructure Fund II LP, a Delaware limited partnership (“Stonepeak Fund II”), Stonepeak Infrastructure Fund III LP, a Delaware limited partnership (“Stonepeak Fund III”), Stonepeak Infrastructure Fund IV LP, a Delaware limited partnership, and Stonepeak Infrastructure Fund IV (Lux) SCSp, a Luxembourg special limited partnership (together with Stonepeak Infrastructure Fund IV LP, “Stonepeak Fund IV”) and Stonepeak Infrastructure Fund V LP, a Delaware limited partnership, and Stonepeak Infrastructure Fund V (Lux) SCSp, a Luxembourg special limited partnership (together with Stonepeak Infrastructure Fund V LP, “Stonepeak Fund V”). With respect to the Stonepeak Flagship Funds and any related co-investment vehicles, the Adviser seeks to pursue an investment strategy seeking high-quality, low-risk infrastructure investments across the transportation & logistics, energy / energy transition, and communications infrastructure sectors, with a primary focus on the North American market. The Adviser primarily makes privately negotiated equity and equity-related investments in controlling and control-oriented interests in infrastructure assets and businesses primarily located in the United States and Canada. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for the Stonepeak Flagship Funds. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. With respect to Stonepeak Core Fund (A) LP, a Delaware limited partnership, Stonepeak Core Fund (B) LP, a Delaware limited partnership, Stonepeak Core Fund (C) LP, a Delaware limited partnership, Stonepeak Core Fund (D) LP, a Delaware limited partnership, Stonepeak Core Fund (E) LP, a Delaware limited partnership, Stonepeak Core Fund (Lux) SCSp, a Luxembourg special limited partnership, and Stonepeak Conifer Investment Partners LP, a Delaware limited partnership (collectively, the “Core Fund”), and any related co-investment vehicles, the Adviser

seeks to invest primarily in privately-negotiated equity and equity-related investments in infrastructure and infrastructure-related projects, businesses and assets within the “core” investment space and principally located in OECD Countries and other select similarly developed markets. The Core Fund seeks to invest in infrastructure assets that generally have a lower risk/return profile than the “opportunistic” or “core-plus” infrastructure investments typically made by other infrastructure-focused Fund Clients. An investment committee of Stonepeak senior professionals oversees the investment decisions for the Core Fund. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. With respect to Stonepeak Opportunities Fund LP, a Delaware limited partnership, and Stonepeak Opportunities Fund (Lux) SCSp, a Luxembourg special limited partnership (collectively, “Stonepeak Opportunities I”), and Stonepeak Opportunities Fund II LP, a Delaware limited partnership, and Stonepeak Opportunities Fund II (Lux) SCSp, a Luxembourg special limited partnership (collectively, “Stonepeak Opportunities II” and, together with Stonepeak Opportunities I, the “Opportunities Fund”), and any related co-investment vehicles, the Adviser seeks to invest primarily in privately-negotiated equity and equity-related control or controloriented investment opportunities in infrastructure and infrastructure-related projects, businesses and assets that are subject to less market competition by virtue of investment size (e.g., middlemarket investments), complexity (e.g., as a result of transaction structuring or underlying business complexity), or the overlooked nature of certain niche assets or businesses by the broader infrastructure market. The Opportunities Fund primarily focuses on making investments in OECD Countries, with a strong focus on North America and Europe. An investment committee of Stonepeak senior professionals oversees the investment decisions for the Opportunities Fund. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. With respect to the Stonepeak Asia Infrastructure Fund LP, a Cayman Islands exempted limited partnership, and Stonepeak Asia Infrastructure Fund (Lux) SCSp, a Luxembourg special limited partnership (collectively, the “Stonepeak Asia Infrastructure Fund I”), and Stonepeak Asia Infrastructure Fund II LP, a Cayman Islands exempted limited partnership, and Stonepeak Asia Infrastructure Fund II (Lux) SCSp, a Luxembourg special limited partnership (collectively, the “Stonepeak Asia Infrastructure Fund II” and, together with the Stonepeak Asia Infrastructure Fund I, the “Stonepeak Asia Fund”), and any related feeder funds and co-investment vehicles, the Adviser seeks to pursue an infrastructure investment strategy with a focus on the communications, transportation and logistics, and energy transition sectors across the Asia Pacific region. The Adviser seeks to invest primarily in privately-negotiated control and control-oriented equity and equity-related investments in controlling interests (or, in interests in which Stonepeak holds a position with strong minority shareholder rights) in infrastructure assets and businesses and related companies primarily located, or with significant operations, in Japan, South Korea, Greater China,

Philippines, Indonesia, Thailand, Malaysia, Vietnam, Singapore, India, Australia, New Zealand, Qatar, Saudi Arabia, United Arab Emirates, Bahrain, Kuwait and/or Oman although it may make investments in other markets in Asia. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for the Stonepeak Asia Fund. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. Investment Strategies – Credit Funds With respect to Stonepeak Infrastructure Credit Fund I LP, a Delaware limited partnership and Hudson Waterfront Credit Fund LP, a Delaware limited partnership (together with Stonepeak Infrastructure Credit Fund I LP and Stonepeak-Plus Infra Debt (as defined below), the “Stonepeak Credit Funds”), and any related co-investment vehicles, Stonepeak expects to make investments in secondary and originated bonds, loans, and other credit instruments, secondary and originated preferred equity securities, and other forms of structured equity securities in the infrastructure sectors including midstream energy, communications infrastructure, transport, renewable energy, power / utilities and water located primarily in North America. Such investments may take on many forms, including, but not limited to secured, unsecured, junior subordinated and convertible debt, credit derivatives, preferred stock, structured equity and/or any combination thereof. Stonepeak-Plus Infra Debt Limited, an Australian public company limited by shares (“StonepeakPlus Infra Debt”), which issues unsecured, deferrable, redeemable and floating rate notes for purposes of gaining exposure to infrastructure debt assets. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for Stonepeak Credit Funds. The investment committee reviews company-specific criteria such as asset value, forecasted cash flows and company liquidity, in addition to credit-specific factors such as trading, liquidity, interest rate exposure and compliance with the conditions of the Fund Clients’ LP Agreements (such as concentration limitations, collateral quality and collateral obligations). The investment committee also reviews general economic and market conditions, political events, industry trends and changes in interest rates. The Adviser closely monitors investments through regular meetings and communication with management and equity sponsors. The Adviser also conducts internal ongoing reviews of individual credits, market activity and the current trading environment. Investment Strategies – Renewables Funds With respect to Stonepeak Global Renewables Fund LP, a Cayman Islands exempted limited partnership, and Stonepeak Global Renewables Fund (Lux) SCSp, a Luxembourg special limited partnership (collectively, the “Stonepeak Renewables Fund I”), and Stonepeak Global Renewables Fund II LP, a Delaware limited partnership, and Stonepeak Global Renewables Fund (Lux) II SCSp, a Luxembourg special limited partnership (collectively, the “Stonepeak Renewables Fund II” and, together with the Stonepeak Renewables Fund I, the “GRF Funds”), and any related coinvestment vehicles, the Adviser seeks to pursue an investment strategy with a focus on stable, long-lived, contracted, renewable energy projects. The Adviser primarily makes privatelynegotiated equity and equity-related investments in projects, assets and businesses across the renewable energy sector, including, but not limited to, solar, wind, hydro, distributed energy,

energy-storage projects and other sustainable energy infrastructure assets, businesses and / or companies. While the GRF Funds have a global investment mandate, they primarily target investments located in countries that are members of the Organization for Economic Cooperation and Development and that are in other select similarly developed markets. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for the GRF Funds. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. With respect to Stonepeak Catalyst Fund LP, a Delaware limited partnership (the “Catalyst Fund”), and any related co-investment vehicles, the Adviser seeks to pursue an investment strategy which focuses on opportunistic infrastructure and private equity investments in the energy transition sector primarily in OECD Countries and other select similarly developed markets, including, but not limited to, investment in renewable power generation, low carbon fuels, emerging energy transition technologies and business models (such as green hydrogen, carbon capture, energy efficiency, electric mobility), the energy transition supply chain (including manufacturing, installation, maintenance or support services, and recycling or circular economy businesses), and business transformation or brown to green investments. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for the Catalyst Fund. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. Investment Strategies – Real Estate Fund With respect to Stonepeak Real Estate Partners LP, a Delaware limited partnership, and Stonepeak Real Estate Partners II LP, a Delaware limited partnership (collectively, the “Real Estate Funds”), and any related co-investment vehicles, the Adviser seeks to pursue a real estate investment strategy primarily focused on real estate investments that exhibit infrastructure-like characteristics. The Adviser seeks to invest primarily in privately-negotiated acquisitions or capitalizations of control or control-oriented “value-add” and “opportunistic” investments in real estate, businesses that derive significant value from real estate holdings, real estate companies and real estate-related securities, which assets are primarily located in, or which portfolio of business has a majority of its assets located in, or derives a majority of revenues from, countries in North America, including in the equity, debt or other interests relating to the foregoing. An investment committee of Stonepeak senior investment professionals oversees the investment decisions for the Real Estate Funds. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings

and communication with management teams of portfolio companies and through various forms of portfolio company reporting. Investment Strategies – Digital Infrastructure Fund With respect to Stonepeak Digital Infra Fund A (Lux) SCSp, a Luxembourg special limited partnership, and Digital Infra Credit Fund LP, a Delaware limited partnership (collectively, “the Digital Infrastructure Fund”), the Adviser seeks to invest in (i) privately-negotiated equity and equity-related investments in digital infrastructure primarily in the OECD and (ii) debt investments in digital infrastructure assets and businesses and related companies primarily in the OECD. An investment committee of Stonepeak senior professionals oversees the investment decisions for the Digital Infrastructure Fund. The investment committee reviews criteria such as projected cash flows, risk profile, operational risk, structural protections and entry valuation. The investment committee also reviews general economic and market conditions, political events, industry trends, and management initiatives. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and through various forms of portfolio company reporting. Investment Strategies – Boundary Street Funds With respect to the Boundary Street Funds, consisting of BSCP SBIC I, LP, a Delaware limited partnership, BSCP SBIC I Feeder, LP, a Delaware limited partnership, BSCP SBIC II, LP, a Delaware limited partnership, BSCP Institutional Fund II, LP, a Delaware limited partnership, the Adviser seeks to provide credit, in the form of secured debt, to privately held, growth stage, lowermiddle market businesses with an exclusive focus on the T&T industry sub-sectors within the U.S. market. An investment committee of Stonepeak senior investment professionals and, as noted in Item 4, senior investment professionals associated with an unaffiliated registered investment adviser who retain indirect minority interests in Boundary Street and the Boundary Street GPs oversee the investment decisions for the Boundary Street Funds. The investment committee reviews company-specific criteria such as asset value, forecasted cash flows and company liquidity, in addition to credit-specific factors such as liquidity, interest rate exposure and compliance with the conditions of the Fund Clients’ LP Agreements (such as leverage limitations). The investment committee also reviews general economic and market conditions, political events, industry trends and changes in interest rates. The Adviser closely monitors investments through regular meetings and communication with management teams of portfolio companies and equity sponsors, as applicable. Investment Strategies – Stonepeak-Plus Infrastructure As discussed in Item 4, Stonepeak+ provides investment management services to one or more investment vehicles through which high net worth and retail investors can access the alternative investment strategies pursued by Stonepeak and discussed above. One such investment vehicle (“Stonepeak-Plus Infrastructure”) seeks to provide access to Stonepeak’s infrastructure platform (the “Stonepeak Platform”) by investing primarily in, or alongside, other Fund Clients and Stonepeak. Stonepeak-Plus Infrastructure may access the Stonepeak Platform in a variety of ways, including through:

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Direct Investments: Investments in companies and other projects, businesses and assets, directly or through intermediate entities alongside other Fund Clients;

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Secondary Investments: Secondary market purchases of existing investments in established funds, vehicles and accounts managed by Stonepeak or third-party managers; and

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Primary Commitments: Capital commitments to investment funds managed by Stonepeak or third-party managers, as well as any capital commitments to general partner, investment adviser or other similar managing entities of Stonepeak or third-party managers.

To a lesser extent, Stonepeak-Plus Infrastructure will also invest in debt and other securities, including but not limited to loans, debt securities, public equities, interests in collateralized debt obligation and loan obligation vehicles, derivatives, money market instruments, cash and cash equivalents. Risk Factors – General As with any type of investing, a certain degree of risk can be associated with private investments. As a result, Fund Clients should be prepared to bear the following potential risks. Because of the nature of investment opportunities on which Stonepeak advises, the anticipated or targeted returns cannot be guaranteed. There can be no assurance that the Fund Clients’ investment objectives will be achieved. The possibility of partial or total loss of capital will exist and Fund Clients and their investors must be prepared to bear capital losses that could result from investments. Potential investors in a Fund Client should carefully consider the risks of Fund Clients’ investments, which include, but are not limited to, the following: No Assurance of Investment Return. Stonepeak cannot provide assurance that it will be able to choose, make, and realize anticipated or targeted returns in any investment opportunity. Stonepeak uses extensive research, forecasting analyses and modeling to identify in advance and mitigate any potential performance risks; however, returns can be unpredictable and ultimately there can be no assurance that the Adviser’s investment recommendations will be able to generate returns or that the returns will be commensurate with the risks of investing. Furthermore, distributions to Limited Partners may be subordinated in the event of a default under any credit facility of a Fund Client or its related entities. During due diligence, Stonepeak will analyze the track records and historical performance of potential investments, as well as the underlying assumptions and key drivers of success to maximize the Fund Clients’ and their investors’ probability of achieving targeted returns. Mandatory Redemption. Pursuant to certain of the LP Agreements, the applicable Stonepeak GP, in its sole discretion, may cause or require a limited partner of the applicable Fund Client to surrender and redeem all or any portion of its units and effect the withdrawal of such limited partner from such Fund Client at any time, for any reason or no reason, with or without prior notice to such limited partner, and without regard to existing priority to any other redemptions. The applicable Stonepeak GP may cause the withdrawal of all or any portion of the units of any limited partner from the applicable Fund Client at any time, thereby possibly causing the limited partner

to receive a distribution that is less than its respective capital contribution to such Fund Client. To the extent the applicable Stonepeak GP requires the mandatory redemption of any units of any limited partner, such withdrawal will be subject to the same terms of voluntary redemptions of limited partners (including the limitations imposed thereon), unless otherwise determined by the Stonepeak GP in its sole discretion. No Market for Fund Client Interests; Restrictions on Transfers. The interests of the Fund Clients have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any U.S. state, or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws, or an exemption from such registration is available. It is not contemplated that registration under the Securities Act or other securities laws will ever be effected. There is no public market for the interests of the Fund Clients and one is not expected to develop. Each investor in a Fund Client will be required to represent that it is a “qualified purchaser” under the Investment Company Act of 1940, as amended (or other similar qualified investor under applicable securities laws), and that it is acquiring its interests in the applicable Fund Client for investment purposes and not with a view to resale or distribution and that it will only sell and transfer such interests to a qualified investor under applicable securities laws or in a manner permitted by the applicable LP Agreement and consistent with such laws. Subject to a few limited exceptions, the investors in the Fund Clients will not be permitted to directly or indirectly assign, sell, exchange, mortgage, pledge, or transfer any of their interest, rights, or obligations with respect to their interests, except by operation of law, without the prior written consent of the applicable Stonepeak GP, which consent may not be unreasonably withheld. Additionally, an investor in a Fund Client will not be permitted to share confidential information regarding such Fund Client or such investor’s interests therein to prospective purchasers of its interests unless the Stonepeak GP provides its prior written consent, which it may withhold in its sole discretion. Except in limited circumstances, voluntary withdrawals from a Fund Client will not be permitted. The investors in a Fund Client must be prepared to bear the risks of owning interest in such Fund Client for an extended period of time. With respect to an investor that seeks consent from the Stonepeak GP to transfer its interests, it should be expected that as a condition to such transfer such investor will be required to pay and bear the out-of-pocket costs and expenses of the Stonepeak GP, Stonepeak and their affiliates in connection with reviewing and processing such proposed transfer. This includes the costs and expenses of legal counsel to the Stonepeak GP, Stonepeak and their affiliates. Because the rates for such legal counsel are high, transfer costs are likewise high, and could be significantly more depending on the circumstances. To the extent any costs and expenses incurred in connection with a transfer are not paid by the transferring investor and its proposed transferee, such costs and expenses can be expected to be borne by a Fund Client. Single Investments. Certain Fund Clients are investment vehicles formed solely for the purpose of making a particular investment. Given their lack of a diversified portfolio of investments, an investment in any such Fund Client involves a high degree of risk, and poor performance by the investment made by a Fund Client would severely affect total returns to investors in the Fund Client.

Reliance on the Stonepeak GPs and Stonepeak Advisors. The Stonepeak GPs and Stonepeak Advisors will have exclusive responsibility for the management and oversight of the Fund Clients’ activities, and, other than as may be set forth herein and in the governing documents of the Fund Clients, investors will not be able to make investment or any other decisions concerning the management of a Fund Client and its portfolio companies. Investors in a Fund Client generally have no rights or powers to take part in the business and affairs of such Fund Client or make investment decisions and will not receive any financial information that is generally available to the applicable Stonepeak and Stonepeak Advisor with respect to the companies, assets, projects, and/or businesses in which such Fund Client invests. Additionally, Stonepeak may be restricted from disclosing or may determine it is appropriate not to disclose to the investors in a Fund Client material non-public information regarding one or more specific investments, including certain investments in which such Fund Client may participate alongside other Fund Clients, which may result in such investors not receiving certain material non-public information regarding such Fund Client and/or one or more of its investments under certain circumstances. Furthermore, in the event certain Stonepeak investment professionals acquire confidential or material, non-public information concerning an entity in which a Fund Client has invested in or propose to invest in, the possession of such information may limit the ability of the applicable Stonepeak GP to buy or sell particular securities of such entity on behalf of such Fund Client, thereby limiting the investment opportunities or exit strategies available thereto. The Stonepeak GPs will generally have sole discretion in structuring, negotiating and purchasing, financing and eventually divesting investments on behalf of the Fund Clients (subject to specified exceptions). Accordingly, no person should invest in a Fund Client unless such person is willing to entrust all aspects of the management of such Fund Client to the applicable Stonepeak GP and Stonepeak Advisor. Highly Competitive Market for Investment Opportunities, Operators and Other Partners. The activity of identifying, completing and realizing attractive investments to be pursued as part of the Fund Clients’ investment programs is highly competitive and involves a high degree of uncertainty. In addition, developing and maintaining relationships with joint venture partners or management teams, on which certain Fund Clients’ strategies depend, is highly competitive. A failure by Stonepeak to identify attractive investment opportunities, develop new relationships and maintain existing relationships with joint venture partners and other industry participants would adversely impact the Fund Clients. The availability of investment opportunities generally will be subject to market conditions, as well as the prevailing regulatory and political climate. In particular, in light of changes in such conditions, including changes in the availability and cost of debt financing, certain types of investment opportunities may not be available to the Fund Clients on terms that are as attractive as the terms on which opportunities were available to previous investment programs sponsored by Stonepeak. The Fund Clients will be competing for investment opportunities with a significant number of other investors, including, without limitation, other investment partnerships and corporations, business development companies, sovereign wealth funds, domestic and international public pension plans, the public debt and equity markets, individuals, financial institutions and other financial investors investing directly or through affiliates. Furthermore, over the past several years, an ever-increasing number of tactical opportunity, special situations and related investment funds have been formed and many such existing funds have grown substantially in size, including private equity funds investing in stressed, distressed, special situations, private equity and similar strategies, resulting in an unprecedented amount of capital available for private equity investment. Additional funds with similar objectives will likely be formed in the future by other unrelated parties.

Some of these competitors may have more relevant experience, greater financial, technical, marketing and other resources, more personnel, higher risk tolerances, different risk assessments, lower return thresholds, lower cost of capital, synergistic cost savings and access to funding sources unavailable to Stonepeak and the Fund Clients. Such competitors may make competing offers for investment opportunities that are identified, and even after an agreement in principle has been reached with a prospective portfolio company, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of the Fund Clients. Consequently, competition for appropriate investment opportunities has increased, and it is possible that competition for appropriate investment opportunities may continue to increase, thus reducing the number of investment opportunities available to the Fund Clients and adversely affecting the terms, including without limitation, pricing, upon which investments can be made. There can be no assurance that the Fund Clients will be able to locate, consummate and exit investments that satisfy the Fund Clients’ target equity size range, rate of return objectives or realize upon their values or that they will be able to invest fully their committed capital. To the extent that the Fund Clients encounter competition for investments, returns to investors may decrease. In addition, Stonepeak’s investment strategies in certain sectors may depend on its ability to enter into satisfactory relationships with joint venture partners, operating executives or senior advisors. There can be no assurance that Stonepeak’s current relationship with any such partner, operating executive or senior advisor will continue (whether on currently applicable terms or otherwise) with respect to the Fund Clients or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Fund Clients. Legal and Regulatory Risks. Legal and regulatory changes could occur during the term of a Fund Client that may adversely affect any Fund Client, its portfolio investments or its partners. For example, a Fund Client expects to make investments in a number of different sectors, some of which are or may become subject to regulation by one or more U.S. federal agencies and/or by various agencies of the states, localities and counties in which they operate. New and existing regulations, changing regulatory schemes and the costs and burdens of regulatory compliance all may have a material, negative impact on the performance of portfolio investments that operate in these industries. Neither the Stonepeak GP nor the Stonepeak Advisor can predict whether new legislation, regulation or regulatory interpretations governing those industries will be enacted or adopted by legislative bodies or governmental agencies, nor can either of them predict what effect such legislation, regulation or regulatory interpretation might have. There can be no assurance that new legislation, regulation or regulatory interpretation, including changes to existing laws, regulations and regulatory interpretations, will not have a material, negative impact on a Fund Client’s investment performance. Moreover, increased scrutiny and legislation reform initiatives applicable to private investment funds and their sponsors may also impose significant administrative burdens on the applicable manager and may divert time and attention from portfolio management activities. In addition, and in particular in light of the changing global regulatory climate, a Fund Client may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions to market interests to potential investors. The effect

of any future regulatory change on a Fund Client could be substantial and adverse. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. In addition, Stonepeak and its affiliates engage in a broad variety of activities. These activities have in the past, and may in the future, subject Stonepeak or one or more of its affiliates to risks of becoming involved in litigation by third parties or may subject Stonepeak or any such affiliate to investigations or proceedings initiated by governmental authorities. It is difficult to determine what impact, if any, such litigation may have on Stonepeak, or any such affiliate or the Fund Clients. As a result, there can be no assurance that the foregoing will not have a material, adverse impact on Stonepeak, any of its affiliates or the Fund Clients, or otherwise impede a Fund Client’s ability to effectively achieve its objectives. Actions of the Committee on Foreign Investment in the United States. A number of jurisdictions have restrictions on foreign direct investment pursuant to which their respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain transactions, such as investments, acquisitions and divestitures, if such transaction threatens to impair national security. In some cases, the Fund Clients’ investments involving a U.S. business (including a U.S. branch or subsidiary of a company domiciled outside of the United States) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). In the event that CFIUS or any non-U.S. equivalent thereof reviews one or more investments or in the event that Foreign Ownership Laws apply to a particular investment, there can be no assurance that the Fund Clients will be able to maintain or proceed with such investments on terms that are acceptable to the applicable Stonepeak GP. Additionally, CFIUS or any non-U.S. equivalent thereof may seek to impose limitations on one or more such investments that may prevent a Fund Client from maintaining or pursuing investment opportunities that such Fund Clients otherwise would have maintained or pursued which could adversely affect the performance of such Fund Client’s investments and thus the performance of such Fund Client. Legislation to reform CFIUS was signed into law on August 13, 2018, and final regulations implementing this legislation were enacted in 2020. The legislation and its implementing regulations, among other things, expand the scope of CFIUS’s jurisdiction to cover more types of transactions and empower CFIUS to scrutinize more closely investments in U.S. “critical infrastructure,” “critical technology,” and “sensitive personal data” companies, including investments involving foreign limited partners that may be deemed “non-passive.” These reforms could impact the ability of non-U.S. limited partners to participate in a Fund Client’s investments, which may impair such Fund Client’s ability to execute its investment strategy. They could also increase the number of transactions involving the Fund Clients that would be subject to CFIUS review and investigation as well as the timing and substantive risks described above. The outcome of CFIUS’s and other foreign direct investment processes may be difficult to predict, and there is no guarantee that, if applicable to a portfolio company, the decisions of CFIUS would not adversely impact a Fund Client’s investment in such portfolio company.

Further, in response to mounting national security concerns regarding foreign ownership of U.S. land, several U.S. states have recently enacted or proposed state laws prohibiting or otherwise restricting the acquisition of interests in real property located in the state by foreign persons (“Foreign Ownership Laws”) in an effort to limit foreign ownership of real property. These Foreign Ownership Laws may impact a Fund Client’s ability to make a particular investment or impede or restrict syndication or sale of certain assets to certain buyers, all of which could adversely affect the performance of such Fund Client and in turn, materially reduce such Fund Client’s revenues and cash flow. Across the United States, additional proposals to limit foreign ownership of real property are currently working their way through the legislative process, and it is expected that many such proposals will become law in the near future. A Fund Client’s investments outside of the United States may also face delays, limitations, or restrictions as a result of notifications made under and/or compliance with these legal regimes and rapidly-changing agency practices. Other countries continue to establish and/or strengthen their own national security investment clearance regimes, which could have a corresponding effect of limiting a Fund Client’s ability to make investments in such countries. Heightened scrutiny of foreign direct investment worldwide may also make it more difficult for a Fund Client to identify suitable buyers for investments upon exit and may constrain the universe of exit opportunities for an investment in a portfolio company. As a result of such regimes, a Fund Client may incur significant delays and costs, be altogether prohibited from making a particular investment or impede or restrict syndication or sale of certain assets to certain buyers, all of which could adversely affect the performance of such Fund Client and in turn, materially reduce such Fund Client’s revenues and cash flow. Regulatory Approvals/Consents. The Adviser may recommend an investment for a Fund Client in the equity or debt of a project or asset that may not receive the initial regulatory approval or license needed to acquire or otherwise operate an investment, including after substantial costs have been incurred pursuing such investment. Additional or unanticipated regulatory approvals, including, without limitation, renewals, extensions, transfers, assignments, reissuances or similar actions, may be required to acquire or operate infrastructure assets, and additional approvals may become applicable in the future due to a change in laws and regulations, a change in the portfolio company’s customer(s) or for other reasons. Furthermore, permits or special rulings may be required on taxation, financial and regulatory related issues. While the Adviser’s strategy is to limit exposure to permitting risk, in certain limited instances the Adviser may recommend incurring permitting risk. There can be no assurance that a portfolio company will be able to (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future, (ii) obtain any necessary modifications to existing regulatory approvals, or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility or sales to third parties or could result in additional costs to a portfolio company and the Fund. The nature of these obligations and dependencies exposes the owners of such assets to a higher level of regulatory control than typically imposed on other businesses, resulting in government entities having significant influence over such owners and companies. Legal Framework. Certain markets do not have well-developed shareholder rights, which could adversely affect a Fund Client’s minority investments. In these markets, there is often less

government supervision and regulation of business and industry practices, stock exchanges, overthe-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Legislation to safeguard the rights of private ownership may not exist in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in financial instruments may not exist (or may not be well-developed) or may be subject to inconsistent or arbitrary interpretation. Geopolitical Conflicts and Risk. Geopolitical concerns and other global events outside of any Fund Client’s or the Adviser’s control have contributed and may continue to contribute to volatile equity and debt markets. These concerns and events include, without limitation, trade conflict, civil unrest, threats to national security, and national and international security events (including armed conflicts, terrorist attacks, or other hostilities). Geopolitical instability has been prevalent in recent years, including due to, among other things, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries and ongoing armed conflicts, military cross-border interventions and law-enforcement actions, including in Ukraine and the Middle East. With respect to geopolitical conflicts, as economies and financial markets worldwide vacillate between interconnectedness and a focus on protecting respective national interests, the likelihood increases that geopolitical conflicts (including any armed conflicts and / or military cross border interventions and law-enforcement actions) in one country or region will adversely impact markets or issuers in other countries or regions, including in ways that are difficult to predict or foresee. The impacts of these conflicts or related events can be exacerbated by failures of governments and societies to respond adequately to a geopolitical conflict and subsequent emerging events or threats. For example, local or regional armed conflicts have led to significant sanctions by the United States, the United Kingdom (the “UK”), the European Union (the “EU”), and other countries and international bodies against certain countries and persons and companies connected with certain countries. Such armed conflicts, military cross-border interventions and lawenforcement actions and sanctions and other local or regional developments can exacerbate global supply and pricing issues, particularly those related to oil and gas, and result in other adverse developments and circumstances, as well as increased general uncertainty, for markets, economies, issuers, businesses, and societies both globally and in specific jurisdictions. Although these types of conflicts have occurred in the past and could also occur in the future, it is difficult to predict when similar conflicts affecting the U.S. or global financial markets and economies will occur, the effects of such events or conditions, potential retaliations in response to sanctions or similar actions, and the duration or ultimate impact of any such conflicts. Any such conflicts, including but not limited to those identified below, could have a significant adverse impact on the operations, risk profile, and value of the Fund Clients and their investments, with or without direct exposure to the specific geographies, markets, countries or persons involved in an armed conflict or that are or become subject to sanctions. Russian Invasion of Ukraine/Sanctions. On February 24, 2022, Russian troops began a full-scale invasion of Ukraine, and, as of the date of this brochure, the countries remain in active armed conflict. Since the invasion, the United States, the UK, the EU, and several other nations have, from time to time, announced a broad array of new or expanded sanctions, export controls, and other measures against Russia, Russia-backed separatist regions in Ukraine, and certain banks, companies, government officials, oligarchs, and other individuals in Russia and Belarus.

Middle East Conflict. There has been an ongoing armed conflict in the Middle East involving Israel, Iran, Hamas, and the United States and which has, at one point or another, involved Lebanon (and/or Hezbollah), Syria, and/or other countries or terrorist organizations. On October 7, 2023, Hamas (an organization which has governed Gaza, and which has been designated as a terrorist organization by the United States, the UK, the EU, Australia and other nations), committed a terrorist attack within Israel (the “October 7th Attacks”). Israel responded by initiating a full-scale invasion of Gaza, and the United States increased sanctions and other restrictive measures against Hamas-related persons and organizations. While Israel and Hamas agreed to a United States-led peace plan on October 9, 2025, there is no guarantee that the peace plan will be maintained or implemented or that hostilities will not resume. More recently, Israel, together with the United States, conducted a major joint military campaign targeting Iran, which triggered a broad Iranian response that has impacted various countries in the region and has contributed to significant regional instability. The situation in Iran remains dynamic and highly unpredictable in terms of its duration, scope, and intensity, and it has adversely affected, and may continue to adversely affect, global economic and market conditions. The continued conflict in Iran, and more broadly in the Middle East, as well as any further expansion thereof could exacerbate the risks described above. United States-Venezuela Relations. In January 2026, the United States undertook military actions in Venezuela against senior Venezuelan officials and publicly indicated its intent to support a political transition and reclamation of natural resources. The aforementioned ongoing conflicts and the measures taken in response (which continue to evolve) have had and could be expected to continue having a negative impact on the economy and business activity globally (including in the countries in which the Fund Clients invest and/or in which Fund Client portfolio companies operate), and therefore could adversely affect the performance of the Fund Clients’ investments. The severity and duration of the conflicts and their future impact on global economic and market conditions (including, for example, oil prices) are impossible to predict, and as a result, present material uncertainty and risk with respect to the Fund Clients, the performance of their investments, portfolio company operations, and the ability of the Fund Clients to achieve their investment objectives. Similar risks exist to the extent that any portfolio company, service providers, and vendors of Stonepeak, the Fund Clients and/or any portfolio companies, or certain other parties have material operations or assets in the countries where such conflicts are taking place or in the surrounding areas. Other geopolitical conflicts could arise in the future and such conflicts could have material adverse consequences on Stonepeak, the Fund Clients and their respective investments. Furthermore, if, after becoming a Fund Client or subscribing to a Fund Client, any investor or any beneficial owner thereof is included on a list of prohibited entities and individuals maintained by a relevant regulatory and/or government entity, including OFAC (as defined herein), or under similar EU, UK, Luxembourg, or Cayman Islands regulations, or under other applicable law, or are operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the United States, the United Nations, the EU, the UK, Luxembourg, and/or the Cayman Islands and/or other applicable jurisdictions, the Fund Client would likely be required to cease any further dealings with such investor or freeze any dealings with the interests or accounts of the investor (e.g., by prohibiting payments by or to the investor or restricting or suspending dealings with the interests or accounts) or freeze the assets of the Fund Client or the assets held by the investor in the Fund Client until such sanctions are lifted or a license is sought under applicable

law to continue dealings. Fund Clients could further have to report to the relevant competent authorities the implementation of any restrictive measures carried out pursuant to international financial sanctions. Accordingly, these types of sanctions laws may prohibit or limit the Fund Clients’ investment activities. For the avoidance of doubt, Stonepeak and its affiliates will determine, in their sole discretion, the appropriate remedy to the extent an investor is included on a sanctions list or becomes subject to sanctions and is under no obligation to seek a license or any other relief to continue dealing with such investor. Although Stonepeak and its affiliates expend significant effort and resources to comply with the sanctions regimes in the countries where Stonepeak, the Fund Clients and their portfolio companies operate, the violation of any such rules by Stonepeak’s or any Fund Client’s activities, investors, or portfolio companies could adversely affect such Fund Client or investors therein. Investments Outside the United States Generally. Certain Fund Clients expect to make a significant number of investments outside the United States. The legal systems of some countries lack transparency or could limit the protections available to foreign investors. Investments in nonU.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities and instruments, including risks relating to: (i) currency exchange rate fluctuations and costs associated with conversion of investment principal and income from one currency into another; (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which a Fund Client invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, shareholder rights and other matters; (iv) differences between U.S. and foreign securities markets, including potentially higher price volatility and relative illiquidity of some markets; (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (vi) the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation and other adverse economic and political developments; (vii) the possible imposition of non-U.S. taxes on income and gains and gross sales or other proceeds recognized with respect to such investments; (viii) less developed corporate and intellectual property laws, including those regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties, investor protections and intellectual property owner protections; (ix) higher rates of inflation; (x) differences in the legal and regulatory environment or enhanced legal and regulatory compliance, including potential currency control regulations, and potential restrictions on investment and repatriation of capital; (xi) political hostility to investments by foreign or private equity investors; and (xii) less publicly available information. Risks of Investments in the Asia Pacific Region. In addition to the above, certain Fund Clients are expected to invest in assets primarily located or organized, or subject to the laws of one or more countries, in the Asia Pacific region, including countries with emerging economies, which may lack social, political and economic stability. The legal systems of some countries in the region may lack transparency or could limit the protections available to non-U.S. investors, and a Fund Client’s investments may be subject to nationalization, confiscation without fair compensation or other forms of extensive governmental interference. Infrastructure-related investing in the Asia Pacific region involves certain risk factors not typically associated with investing in infrastructurerelated investments in the United States, the European Economic Area and other more developed countries, including, among other things, the risks set forth in the preceding paragraph. While Stonepeak intends, where deemed appropriate, to manage each Fund Client in a manner that will

minimize exposure to such risks, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of a Fund Client that are held, directly or indirectly, in certain countries. Trade Policy Uncertainty. Some political leaders around the world (including in the United States and certain European nations) have been elected on protectionist platforms, fueling doubts about the future of global free trade. The U.S. government, in recent years, has altered its approach to international trade policy, including in some cases renegotiating, or terminating, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries and has made proposals and taken actions related thereto. For example, the U.S. government recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy, and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs, and the administration’s statements and actions with respect to tariff-related policies indicate that the situation is dynamic in nature and may shift rapidly over time. Tariffs on goods imported from China took effect in February 2025 and tariffs on goods imported from Canada and Mexico took effect in March 2025. Some foreign governments, including China, instituted retaliatory tariffs on certain U.S. goods and indicated a willingness to impose additional tariffs on U.S. products. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns could adversely affect the financial performance of a Fund Client and its portfolio companies. Further, the U.S. government has announced countryspecific “reciprocal” tariffs and a baseline tariff on most countries and continues to modify their specific implementation, including further increases or suspension of the “reciprocal” tariffs for certain countries and products. While the Supreme Court recently issued a decision invalidating certain broad tariffs previously imposed by the Trump administration under the International Emergency Economic Powers Act, it is not yet fully known what the exact impact of this development will be, including what tariffs the Trump administration may impose in the future and its effect on non-U.S. tariff regimes. Global trade tensions have heightened substantially and may escalate even further, which may materially and adversely affect global economic conditions. Pay-to-Play Laws, Regulations and Policies. A number of states, localities and their pension plans have adopted “pay-to-play” laws, regulations or policies that prohibit, restrict or require disclosure of payments to (and / or certain contacts with) state officials by individuals and entities seeking to do business with state or local governmental entities, including advising public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after a contribution is made by the adviser or certain of its executives or employees to certain elected officials or candidates. If Stonepeak, its affiliates or their respective employees fail to comply with pay-to-play rules, such non-compliance could have an adverse effect on a Fund Client by, for example, providing the basis for the withdrawal of the affected government plan investor. FOIA. To the extent that Stonepeak determines in good faith that, as a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, a limited partner or any of its affiliates may be required to disclose information relating to a Fund Client, its affiliates, and / or any entity in which an investment is made (other than certain fund-level, aggregate performance information described in the relevant LP

Agreement), which disclosure could, for example, affect the Fund Client’s competitive advantage in finding attractive investment opportunities, Stonepeak may, in order to prevent any such potential disclosure, withhold all or any part of the information otherwise to be provided to such limited partner. Without limiting the foregoing, in the event that any party seeks the disclosure of information relating to a Fund Client, its affiliates, and / or any entity in which an investment is made under FOIA or any such similar law, Stonepeak may, in its discretion, initiate legal action and / or otherwise contest such disclosure, which may or may not be successful, and any expenses incurred therewith will be borne by the applicable Fund Client. Uncertainty of Financial Projections. The Adviser may recommend an investment based on the target’s financial projections and various projections of the investment team. Projected operating results will normally be influenced by management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of such projections and the performance of any investment in such portfolio company. Valuation Risks. The fair market value of all portfolio companies or of property received in exchange for any portfolio companies will be determined by Stonepeak in accordance with the governing document of a Fund Client. Accordingly, the fair market value of a portfolio company may not reflect the price at which the investment could be sold in the market, and the difference between fair market value and the ultimate sales price could be material. Additionally, under certain limited circumstances set forth in the governing document of a Fund Client, distributions in kind of investments for which market quotations are not readily available may be made. The valuation of such investments will be determined by Stonepeak in accordance with procedures set forth in the governing document of a Fund Client. Stonepeak is not required to engage an independent valuation committee. Financial Leverage. Typically, a Fund Client intends to utilize significant leverage, subject to certain conditions, to finance its investments in a manner it believes is appropriate. The use of leverage involves a high degree of financial risk and will increase the exposure of such Fund Client’s investments to adverse economic factors such as rising interest rates, downturns in the economy or further deteriorations in the markets generally. Moreover, any rise in interest rates may significantly increase the interest expense related to an investment, causing losses, and/or the inability to service a Fund Client’s debt obligations. If an investment cannot generate adequate cash flow to meet debt obligations, a Fund Client may suffer a partial or total loss of capital invested in the investment or may elect or be required to make additional capital contributions in support of such portfolio company to enable it to meet such obligations, thereby reducing the available capital to such Fund Client for the purpose of making new or supporting other existing investments. The Fund Clients may also obtain leverage at the fund level. Although borrowings by the Fund Clients have the potential to enhance overall returns that exceed the Fund Clients’ cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund Clients’ cost of funds. As a result, the possibilities of profit and loss are increased. Borrowing money to make investments provides the Fund Clients with the advantages of leverage, but exposes them to greater market risks and higher current expenses. In addition, borrowings by the Fund Clients may be secured by the limited partners’ capital

commitments, as well as by the Fund Clients’ assets, including portfolio companies, and the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the limited partners may be subordinated to such borrowing. If a Fund Client defaults on secured indebtedness, the lender may foreclose and such Fund Client could lose its entire investment in the security for such loan. The exercise by the lenders of their drawdown right under a subscription credit facility would reduce the amount of capital otherwise available to a Fund Client for making investments and may negatively impact such Fund Client’s ability to make investments or achieve its investment objectives. Limited partners may be required to execute an investor acknowledgement for the benefit of the lenders under the subscription credit facility and may be required to acknowledge their obligations to pay their share of indebtedness up to their unfunded capital commitment. A Fund Client may also be unable to secure permanent financing through a term financing facility, which may negatively impact such Fund Client’s investment objectives and returns. Tax-exempt investors should note that the incurrence of indebtedness by a Fund Client may create “unrelated business taxable income”. Securitizations; Back Leverage; Holding Vehicles. A Fund Client may securitize or otherwise restructure or repackage some or all of its investments and/or other assets on an individual or crosscollateralized basis with other investments and/or assets held by such Fund Client and/or other Fund Clients and the relevant Stonepeak GP may otherwise structure or package some or all investments and/or assets held by other Fund Clients in holdings vehicles as described herein, unrelated to any financing arrangements, but which will nevertheless give rise to similar risks. This would typically involve creating one or more investment vehicles, contributing such Fund Client’s assets to such vehicle or a related entity (or making investments directly or indirectly through such vehicle), and issuing debt or preferred equity interests in such entity or having such entity make borrowings or incur other indebtedness on a non-recourse or limited-recourse basis to purchasers or lenders, as the case may be, or engaging in such transactions with existing holding or other investment vehicles. To the extent such arrangements are entered into by any such vehicle or entity (and not the Fund Clients themselves), such arrangements will not be subject to the limits on borrowings or other indebtedness (or any limits on issuing additional interests) by the Fund Clients that are set forth in the organizational documents of the Fund Clients, even if secured by the Fund Clients’ unused capital commitments, and will not be treated as a single investment for purposes of the investment limitations set forth in the organizational documents of the Fund Clients. Syndication. A Fund Client may acquire an investment and subsequently syndicate, or sell some or all of it, to the relevant Stonepeak GP, the Adviser, other Stonepeak Vehicles, co-investment vehicles, joint venture partners, or affiliates or related parties of the foregoing or other third parties, notwithstanding the availability of capital from the limited partners and other limited partners thereof or applicable credit facilities. If any such intended syndication is not ultimately consummated, Stonepeak, the Fund Client or the other party that initially acquires such portion will be expected to retain it. The relevant Stonepeak GP may cause these transfers to be made at cost, or cost plus an interest rate or carrying cost charged from the time of acquisition to the time of transfer, notwithstanding that the fair market value of any such investments may have declined below or increased above cost from the date of acquisition to the time of such transfer. The relevant Stonepeak GP may also determine another methodology for pricing these transfers, including fair market value at the time

of transfer. Also, such Stonepeak GP may charge fees on these transfers to either or both of the parties to them. Conflicts of interest are expected to arise in connection with these affiliate transactions, including with respect to timing, structuring, pricing and other terms. For example, the Stonepeak GP will have a potential conflict of interest when the Stonepeak GP, the Adviser or an affiliate thereof receives fees, including carried interest, from an affiliate of the Stonepeak GP acquiring from or transferring to the Fund Client all or a portion of an investment. Furthermore, Stonepeak (including Stonepeak proprietary vehicles), Fund Clients, joint venture partners, or affiliates or related parties of the foregoing have the right to commit to or initially acquire a portion of an investment alongside a Fund Client. The equity committed / used in any such underwriting or credit support by a Stonepeak GP and its affiliates may come from Stonepeak’s own balance sheet and / or from one or more third parties that enter into arrangements with Stonepeak with respect thereto and may come from a separate Fund Client. To the extent Stonepeak, a Stonepeak GP or any affiliate thereof underwrites or acquires an investment with an intent to sell down to a Fund Client or other person, this will result in Stonepeak exiting the investment in advance of the relevant Fund Client. Stonepeak, such Stonepeak GP or any affiliate thereof could also sell down such investment to a Fund Client, an affiliate thereof or a third party on different terms (including price) than the terms on which a Fund Client sold down such investment. In addition, Stonepeak will have the right to (and can be expected to) earn underwriting, commitment and / or syndication fees from a Fund Client, the relevant portfolio company, or the purchasers of such equity, regardless of whether such equity was the subject of a commitment or actually deployed into the investment. Stonepeak could also charge additional or higher fees to the purchasers of an investment that is syndicated from Stonepeak as compared to the fees charged to the purchasers of an investment that is syndicated by a Fund Client (including a Fund Client alongside which Stonepeak or any Stonepeak proprietary vehicle invests) however, none of the Fund Clients involved in the investment (whether as a co-investor alongside Stonepeak or as a purchaser of Stonepeak’s equity) or any investors therein will be entitled to share in or receive the benefit of any such underwriting, commitment and / or syndication fees. As a result, Stonepeak will be incentivized to underwrite, commit and provide credit support to investments, including those that are subsequently syndicated, due to the right to earn fees not subject to offset in favor of the investors, even if the capital used to underwrite such amounts does not come entirely from Stonepeak’s own balance sheet. Stonepeak may share such fees with one or more third parties that commit to such equity investments and may charge purchasers of the equity fees and carried interest with respect thereto. Furthermore, it can be expected that Stonepeak will charge underwriting, commitment and / or syndication fees with respect to investments, including investments syndicated by Stonepeak, notwithstanding that a Fund Client does not typically charge such fees (or any “ticking fees” or “additional amounts”) to co-investors or other purchasers of equity in similar circumstances, even where a Fund Client initially underwrites, provides credit support for or funds a portion of an investment that is subsequently syndicated. Despite this difference, neither the Fund Clients nor the investors therein will be entitled to share in or receive the benefit of any such fees. Unspecified Investments. The Fund Clients must rely upon the ability of the Adviser to help the Stonepeak GPs to identify structure and implement investments consistent with the Fund Clients’ investment objectives and policies. The Adviser may be unable to find a sufficient number of attractive opportunities to meet the Fund Clients’ investment objectives. The success of the Fund Clients will depend on the ability of the Adviser to help the Stonepeak GPs identify suitable

investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of investments. Public Company Holdings. Each Fund Client’s investment portfolio may contain securities issued by publicly held companies. Such investments may subject the Fund Clients to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Fund Clients to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies’ board members (which may include persons affiliated with the Adviser) and increased costs associated with each of the aforementioned risks. Furthermore, the Fund Client may be limited in its ability to make investments, and to sell existing investments, in public securities if the Stonepeak GP or other Stonepeak Vehicles have material, non-public information regarding the issuer or as a result of other policies or requirements. In addition, securities acquired of a public company may, depending on the circumstances and securities laws of the relevant jurisdiction, be subject to lock-up periods. Sustainability Matters. Stonepeak has established a responsible investing framework, which it intends to apply, as appropriate, to the Fund Clients’ investment portfolio, consistent with and subject to its fiduciary duties and applicable legal, regulatory or contractual requirements. Depending on the investment, the impact of developments connected with sustainability-related factors (also called responsible investing factors), including greenhouse gas (“GHG”) emissions, energy management, community relations, worker health and safety, environmental compliance and business ethics and transparency, could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material sustainability factors is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by a Stonepeak GP or a third-party sustainability advisor will reflect the beliefs or values, internal policies or preferred practices of any particular limited partner or other asset managers or reflect market trends. Considering responsible investing factors when evaluating an investment in certain circumstances may, to the extent material risks associated with an investment are identified, cause a Stonepeak GP not to make an investment that it would have otherwise made or to make a management decision with respect to an investment differently than it would have made in the absence of such consideration, which may affect the performance of the Fund Clients as compared to investment funds that do not assess relevant sustainability factors. Additionally, responsible investing factors are only some of the many factors that a Stonepeak GP expects to consider in making an investment. Although Stonepeak considers the application of its responsible investing framework to be an opportunity to enhance or protect the performance of its investments over the long-term, consistent with its overriding fiduciary duty to investors, Stonepeak cannot guarantee that its responsible investing program, which depends in part on qualitative judgments, will positively impact performance of any individual investment or the Fund Clients as a whole, or that the goal of maximizing a given investment’s financial performance and the goal of maximizing its sustainability performance will never come into conflict. Moreover, considering sustainability factors in connection with a Fund Client’s investment activities can also be expected to result in the Fund Client bearing certain sustainability-related expenses (such as due diligence costs) that the Fund Client would not otherwise bear. Similarly, to the extent a Stonepeak GP or a third-party

advisor engages with portfolio investments on sustainability-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve performance of the investment. Successful engagement efforts on the part of a Stonepeak GP or a third-party advisor will depend on a Stonepeak GP’s skill in properly identifying and analyzing material sustainability and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. The materiality of sustainability risks and potential impacts on an individual asset and on a portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment style. Responsible investing factors, issues, objectives, goals and considerations do not apply in every instance or with respect to each investment held, or proposed to be made, by a Fund Client, and will vary greatly based on numerous criteria, including, but not limited to, location, industry, investment strategy, and issuer-specific and investment-specific characteristics. In evaluating a prospective investment or providing reporting regarding such investment, a Stonepeak GP often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which will, in certain circumstances, be incomplete or inaccurate and could cause a Stonepeak GP to incorrectly identify, prioritize, assess or analyze the entity’s responsible investing practices and/or related risks and opportunities. A Stonepeak GP does not, and does not intend to, independently verify certain of the sustainability-related information reported by investments of Fund Clients, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Subject to any applicable legal or regulatory requirements, any sustainability-related reporting will be provided in Stonepeak’s or the applicable Stonepeak GP’s sole discretion. To the extent that Stonepeak or a Stonepeak GP provides reports of material sustainability issues to investors, such reports will be based on Stonepeak’s, the Stonepeak GP’s or applicable investment management team’s sole and subjective determination of whether and how to report on any material sustainability issue in respect of an investment and the Stonepeak GPs make no representations that all material sustainability issues will or should be discussed in such reports. In addition, Stonepeak’s responsible investing framework, and associated procedures and practices, is expected to change over time. Stonepeak in certain circumstances could determine in its discretion that it is not feasible or practical to implement or complete certain of its sustainability initiatives based on cost, timing or other considerations. It is also possible that market dynamics or other factors will make it impractical, inadvisable or impossible for Stonepeak GPs to adhere to all elements of the Fund Clients’ investment strategy, including with respect to sustainability risk and opportunity management and impact, whether with respect to one or more individual investments or to the Fund Clients’ investments generally. Further, integration of responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies and tracking tools being implemented by asset managers, and Stonepeak’s adoption of and adherence to such principles, frameworks, methodologies and tools may vary over time. For example, Stonepeak’s responsible investing framework does not represent a universally recognized standard for assessing these considerations. Stonepeak is currently a signatory to the PRI and on climate-related issues strives to offer reporting consistent with recommendations of the Task Force on Climate-related Financial Disclosures. These initiatives may not align with the approach used by other asset managers or preferred by

prospective investors or with future market trends. There is no guarantee that Stonepeak will remain a signatory, supporter or member of these initiatives or other similar industry frameworks. Finally, there is also growing regulatory interest, particularly in the U.S., UK, and EU (which may be looked to as models in growth markets), in improving transparency around how asset managers define and measure sustainability-related performance, in order to allow investors to validate and better understand sustainability claims. For example, new laws in California will require climaterelated disclosures on U.S.-organized entities that meet certain revenue thresholds and do business in California. Stonepeak’s responsible investment policy program and Stonepeak GPs are subject to evolving regulations and could become subject to additional regulation and/or risk of regulatory scrutiny in the future, and the Stonepeak GPs cannot guarantee that its current approach (including the responsible investing policy) or the Fund Clients’ investments will meet future regulatory requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements can be expected to lead to increased management burdens and costs. Increasing Scrutiny of Sustainability Matters. Stonepeak and its affiliates are subject to increasing scrutiny from regulators, elected officials, investors and other stakeholders with respect to sustainability and responsible investing related matters, which may adversely impact the ability of a Fund Client to raise capital from certain investors, constrain capital deployment opportunities for a Fund Client and impact Stonepeak’s brand and reputation, and result in increased costs. With respect to the alternative asset management industry, in recent years, certain investors, including public pension funds, have placed increasing importance on the impacts of investments made by the private funds to which they commit capital, including with respect to climate change and diversity, among other aspects of sustainability. On the other hand, the discussion about the role of sustainability in the investment process has become heavily politicized in certain jurisdictions, which has affected investor sentiment, and has led to increasing uncertainty with respect to certain investors’ and stakeholders’ sustainabilityrelated obligations, expectations and preferences. Furthermore, investors’ and stakeholders’ views with respect to the appropriate role of sustainability in the investment process has become more polarized. Sentiment against responsible investing practices, also called “anti-ESG” sentiment, has also gained momentum across the United States, with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. For example, (i) boycott bills in certain states target financial institutions that are perceived as “boycotting” or “discriminating against” companies in certain industries (e.g., energy and mining) and prohibit state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions, and (ii) investment prohibitions in certain states require that relevant state entities or managers/administrators of state investments make investments based solely on “pecuniary factors”. If investors subject to such legislation viewed a Fund Client’s or Stonepeak’s responsible investing considerations as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in a Fund Client and Stonepeak’s ability to maintain the size of its funds could be impaired. Alternatively, such investors may seek confirmation that Stonepeak’s responsible investing practices are consistent with such state requirements as a condition to their investment in a Fund Client.

Accordingly, a Stonepeak GP is expected to be subject to competing sustainability-related demands, expectations and preferences from different investors in different jurisdictions and other stakeholder groups with divergent views on sustainability matters, including the appropriate role of sustainability factors in the investment process. This divergence increases the risk that certain investors or stakeholders may perceive the relevant Stonepeak GP’s management or lack thereof of sustainability matters negatively and could adversely impact a Fund Client’s ability to access and deploy capital. In addition, a failure to successfully manage sustainability related expectations may negatively impact Stonepeak’s business, erode stakeholder trust and constrain investment opportunities. Risk of Limited Number of Investments; Lack of Diversification. The Fund Clients may be subject to restrictions on the size of investments such that not more than a particular percentage of the aggregate amount of capital commitments may be invested in any one investment. Accordingly, the Fund Clients may participate in a limited number of investments and, as a consequence, the aggregate return of the Fund Clients may be substantially adversely affected by the unfavorable performance of even a single investment. If certain investments perform unfavorably, it may materially and adversely affect overall fund returns. To the extent a Fund Client concentrates investments in a particular asset class, sector or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. In addition, certain geographic regions and/or industries may be more adversely affected from economic pressures when compared to other geographic regions and/or industries. Cyber Security Breaches, Identity Theft, Privacy Breaches and Other Threats. Cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the COVID-19 pandemic and the increased frequency of virtual working arrangements). Each Fund Client and its portfolio companies’ and its service providers’ information and technology systems are vulnerable to damage or interruption from computer viruses and other malicious code, network failures, computer and telecommunication failures, security threats (including cyber security threats to and attacks on Stonepeak’s information technology infrastructure), infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers, power, communications, or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete, or modify private and sensitive information, including nonpublic personal information and material nonpublic information. Although Stonepeak has implemented, and the Fund Clients’ portfolio companies and their service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Stonepeak does not control the cyber security plans and systems put in place by third-party service providers, and such third party service providers may have limited indemnification obligations to Stonepeak, a Fund Client and/or a portfolio company, each of which could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users, and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. Stonepeak, a Fund Client, and/or a

portfolio company may have to make a significant investment to fix or replace any information and technology systems affected by any such breaches. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Stonepeak’s, a Fund Client’s and/or a portfolio company’s operations and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to Fund Client limited partners (and their beneficial owners), material nonpublic information in possession of and the intellectual property and trade secrets and other sensitive information of Stonepeak and/or portfolio companies. Such a failure or unauthorized disclosure of data could harm Stonepeak’s, a Fund Client’s and/or a portfolio company’s reputation, subject any such entity and their respective affiliates to legal claims, increased costs, financial losses, data privacy breaches, regulatory action, enforcement or intervention arising out of applicable privacy or other laws and adverse publicity and otherwise affect their business and financial performance. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Risks Associated with Artificial Intelligence. In the current period of rapid technological and commercial innovation, new businesses and technological developments in artificial intelligence, including machine learning technology such as ChatGPT (collectively, “AI Technologies”), may adversely affect Stonepeak, its Fund Clients, and their portfolio companies and their respective affiliates and / or service providers, by altering the market practices that they have been designed to function within and by posing compliance and operational risks. Stonepeak continues to evaluate and adjust its internal practices, policies and guidelines governing the use of AI Technologies by its personnel in connection with its investment activities. Stonepeak currently permits its personnel to use certain AI Technologies (subject to human oversight) for some activities, while prohibiting the use of AI Technologies for some other activities. Notwithstanding any existing or future Stonepeak guidelines or policies, Stonepeak personnel’s use of AI Technologies poses certain risks. AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms. However, it is not practicable to incorporate all relevant data into AI Technologies, and bias or errors in the construction of AI Technologies can limit their accuracy and degrade their effectiveness. In the ordinary course, Stonepeak does not expect to be involved in the collection of such data or the development of such algorithms, and may not be able to verify AI Technologies’ outputs (including whether the outputs implicate third party intellectual property rights). At the same time, to the extent utilized by Stonepeak, any interruption of access to or use of AI Technologies could impede the ability of Stonepeak, any Fund Client and its portfolio companies to generate information and analysis that could be beneficial to them and their business, financial condition and results of operations. AI Technologies will likely also be competitive with certain business activities or increase the obsolescence of certain organizations’ products or services (including other AI Technologies), particularly as AI Technologies improve. This could also have an adverse impact on Stonepeak, the Fund Clients and their portfolio companies. In addition, there can be no assurance that competitors will not be more successful than Stonepeak and/or the Fund Clients in the development and implementation of new technologies, including services and platforms based on AI Technologies, to address investor demands, improve operations and achieve attractive performance. If Stonepeak, the Fund Clients, and/or their portfolio companies are unable to adequately advance their capabilities in these areas, or do so at a slower pace than others in their industries, Stonepeak, the Fund Clients and/or their portfolio companies will be at a competitive disadvantage. AI Technologies could pose conflicts of interest, including if particular technology

favors (even subconsciously or inadvertently) Stonepeak’s interests over the interests of Fund Clients or Stonepeak has an economic incentive to use AI Technologies to reduce its expenses despite limitations on their reliability. AI Technologies could also be misused by employees of Stonepeak, in contravention of its policies and guidelines, or by third parties. Further, the use of AI Technologies could result in claims by third parties of infringement, misappropriation, or other violations of intellectual property, including based on the use of large datasets to train AI Technologies, or the use of output generated by AI Technologies, either of which could contain or be substantially similar to third-party material protected by intellectual property rights, including patents, copyrights or trademarks. For example, a user may input confidential information of Stonepeak, its Fund Clients, or portfolio companies into AI Technology applications, resulting in such information becoming part of a widely accessible dataset. AI Technology’s reliance on large amounts of data and algorithms also increases cybersecurity risks for Stonepeak, its Fund Clients, and portfolio companies. AI Technologies and their current and future applications in the investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve. Governments and regulatory authorities in multiple jurisdictions are implementing or considering laws or rules that regulate or restrict certain uses of AI Technologies. The costs of monitoring and responding to such laws and regulations, as well as the consequences of noncompliance, such as legal and regulatory investigations and enforcement actions, could have an adverse effect on Stonepeak, its Fund Clients, and portfolio companies. Regulators are increasing scrutiny and considering, and in some cases enacting, regulation of the use of AI Technologies, including the use of “big data,” diligence of data sets, and oversight of data vendors. The use of AI Technologies by Stonepeak and others may require compliance with legal and regulatory frameworks that are not fully developed or tested, and Stonepeak, the Fund Clients and portfolio companies may face litigation and regulatory actions related to their use of AI Technologies. Such regulations could also reduce or delay the use of AI Technologies by Stonepeak, the Fund Clients, their portfolio companies and their respective service providers, as well as, societal use of AI Technologies more generally, which could negatively impact the performance of certain of the Fund Clients or their portfolio companies. To the extent consistent with the governing documents, Fund Clients will bear all or a portion of expenses and fees associated with developing, obtaining, implementing and maintaining such AI Technologies, information management systems or technology (including the costs of any professional service providers, subscriptions (including electronic subscription documents) and related software and hardware, including software for monitoring risk, compliance and the overall portfolio, and for establishing, tracking, modifying, restructuring and reorganizing the structure and other items associated with an investment) server infrastructure and hosting, data providers (including related systems and services from such data providers and data management software), internal Stonepeak expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Stonepeak) to the Fund Clients. Risks in Effecting Operating Improvements. In some cases, the success of the Adviser’s investment strategy will depend, in part, on the ability of the Adviser to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. In addition, executing operational improvements may divert the

attention of key personnel and disrupt normal business. There can be no assurance that the Adviser will be able to successfully identify and implement such restructuring programs and improvements. Reliance on Portfolio Company Management Team. Each portfolio company’s day-to-day operations will be the responsibility of such portfolio company’s management team. Although Stonepeak will be responsible for monitoring the performance of each investment, there can be no assurance that the existing management team, or any successor, will be able to successfully operate the portfolio company in accordance with Stonepeak’s investment thesis and plans. Additionally, portfolio companies need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, a Fund Client may be adversely affected thereby. General Economic and Market Conditions. The private equity industry generally, and a Fund Client’s investment activities in particular, are affected by general economic and market conditions, such as the current economic downturn, as well as interest rates, availability and spreads of credit, credit defaults, inflation rates, economic uncertainty, changes in tax, currency control and other applicable laws and regulations, trade barriers, national and international political, environmental and socioeconomic circumstances and global pandemics. Market disruptions in a single country could cause a worsening of conditions on a regional and even global level. A worsening of general economic and market conditions would likely affect the level and volatility of securities and other asset prices and the liquidity of a Fund Client’s investments, which could impair a Fund Client’s profitability, result in losses and impact investment returns. A depression, recession or slowdown in the global economy or one or more regional markets (or any particular segment thereof) or a weakening of credit markets (including a perceived increase in counterparty default risk) would have a pronounced impact on the Stonepeak GPs, the Adviser, the Fund Clients and their portfolio companies (which would likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure) and could adversely affect their profitability, creditworthiness and ability to execute on their business plans, sell assets, satisfy existing obligations, make and realize investments successfully, originate or refinance credit or draw on existing financings and commitments, which in turn may have an adverse impact on the business and operations of the Fund Client. Market Volatility. The public markets are currently experiencing significant volatility and many observers believe a global economic downturn or recession is possible. The extent and duration of such environment, to the private equity industry and global markets as a whole, is currently unknown. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgments, any or all of which could turn out to be incorrect with the benefit of hindsight. Furthermore, traditional valuation approaches that have been used historically may need to be modified in order to effectively capture fair value of private investments in the midst of significant volatility or market dislocation. Inflation. Inflation and rapid fluctuations in inflation rates have had in the past and may in the future have negative effects on economies and financial markets, particularly in emerging

economies. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, certain countries have imposed and may continue to impose wage and price controls or otherwise intervene in the economy, and certain central banks have raised interest rates in recent years and could raise interest rates again in the future. Past governmental efforts to curb inflation have also involved more drastic economic measures that have had a materially adverse effects on the level of economic activity in the countries where such measures were employed, and similar governmental efforts could be taken in the future to curb inflation and could have similar effects. A Fund Client’s portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, a portfolio company may earn more revenue but may incur higher expenses. As inflation declines, a portfolio company may not be able to reduce expenses commensurate with any resulting reduction in revenue. Many infrastructure businesses rely on concessions to mitigate the inflation risk to cash flows through escalation provisions linked to the inflation rate. While these provisions may protect against certain risks, they do not protect against the risk of a rise in real interest rates, which is likely to create higher financing costs and may reduce the amount of levered, after-tax cash flow generated by an investment. There can be no assurance that continued and more wide-spread inflation in the U.S. and / or other economies will not become a serious problem in the future and have an adverse impact on a Fund Client’s returns. Interest Rate Risks. Changes in interest rates may adversely affect a Fund Client’s underlying investments and changes in the general level of interest rates can affect a Fund Client’s income by affecting the spread between the income on its assets and the expense of its interest-bearing liabilities, as well as, among other things, the value of its interest-earning assets, the capitalization rate at which its assets are valued in the market and its ability to realize gains from the sale of assets. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of the Stonepeak GP. Any deterioration of the global debt markets, any possible future failures of financial services companies and/or a significant rise in market perception of counterparty default risk, interest rates and/or taxes may adversely affect a Fund Client’s ability to generate attractive risk-adjusted investment returns. In order to seek to reduce the interest rate risk inherent in a Fund Client’s underlying investments and capital structure, the Fund Client may enter into interest rate transactions, including but not limited to interest rate swaps and caps. For instance, interest rate swaps involve the exchange by a Fund Client with a counterparty of fixed-rate payments for floating rate payments; the payment obligations would be based on the notional amount of the swap. In an interest rate cap, a Fund Client would pay a premium to the counterparty to the interest rate cap and, to the extent that a specified variable rate index exceeds a predetermined fixed rate, would receive from the counterparty payments of the difference based on the notional amount of such cap. Depending on the state of interest rates in general, a Fund Client’s use of interest rate transactions could enhance or harm the overall performance of such Fund Client. Financial Market Fluctuations; Availability of Financing. Declines or volatility in financial markets, including the securities and derivatives markets, would adversely affect the value of the Fund Clients’ investments. Infrastructure assets are vulnerable to local, national and worldwide economic cycles. This could affect the cash flow from portfolio companies as well as the prices at which a Fund Client purchases or sells its investments. Instability and volatility in interest rates

and the securities or debt markets may also increase the risks inherent in a Fund Client’s investments. A significant market fluctuation often decreases tolerance for counterparty risks, which can negatively impact financial institutions, even causing their failure as occurred in the most recent global economic downturn. The Fund Clients and their portfolio companies are expected to regularly seek to acquire new debt and refinance existing debt, including in the liquid debt markets, and significant declines in pricing of debt securities or increases in interest rates, or other disruptions in the credit markets, would make it difficult to carry on normal financing activities, such as obtaining committed debt financing for acquisitions, bridge financings or permanent financings. Tightening of loan underwriting standards, which often occurs during market disruptions, can have a negative impact including through reduction of permitted leverage levels and increased requirements for borrower quality. The Fund Clients’ ability to generate attractive investment returns will be adversely affected by any worsening of financing terms and availability. In the event that a Fund Client is unable to obtain debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, such Fund Client may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the investment income earned. Bridge Financings. A Fund Client or Stonepeak may lend to portfolio companies in connection with investments therein on a short-term, unsecured basis or otherwise invest on an interim basis in portfolio companies in anticipation of a future issuance of equity or long-term debt securities or other refinancing, syndication or liquidity event. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in a Fund Client’s control, such long-term securities issuance or other refinancing or syndication may not occur on the anticipated terms and timing, or at all, and such bridge loans and interim investments may remain outstanding. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the position taken by the Fund Client. Banking Sector Developments. The Fund Clients maintain funds with one or more banks or other depository institutions (“Banking Institutions”), which include U.S. and non-U.S. Banking Institutions, and the Fund Clients will enter into credit facilities or have other financial relationships with Banking Institutions. The distress, impairment or failure of one or more Banking Institutions with whom the Fund Clients, their portfolio companies and/or Stonepeak transact could inhibit the ability of the Fund Clients or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. Also, there can be no assurance that such Banking Institutions will honor their obligations or that the Fund Clients or such portfolio company will be able to secure replacement financing or capabilities at all or on similar terms. In such cases, it is possible that the Fund Clients would be forced to delay or forego investments or to call capital when it is not desirable to do so, resulting in lower performance for the Fund Clients. In the event of such a failure of a Banking Institution where the Fund Clients or one or more of their portfolio companies hold depository accounts (including accounts used for depositing principal and interest payments from borrowers on loans owned by the Fund Clients), access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection will generally not be available for balances in excess of amounts insured by the FDIC (and similar considerations could apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such instances, it is possible that the Fund Clients and their affected portfolio companies would not

recover such excess, uninsured amounts and instead, would only have an unsecured claim against the Banking Institution and participate pro rata with other unsecured creditors in the residual value of the Banking Institution’s assets. The loss of amounts maintained with a Banking Institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Fund Clients or their portfolio companies. One or more Fund Client limited partners or Stonepeak could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, Stonepeak will not always be able to identify all potential solvency or stress concerns with respect to a Banking Institution or to transfer assets from one bank to another in a timely manner in the event a Banking Institution comes under stress or fails. Additionally, there can be no assurances that the Fund Clients or their portfolio companies will establish banking relationships with multiple financial institutions and Stonepeak is under no obligation to, and can be expected to, maintain account balances at or below the relevant insured amounts. The Fund Clients and their portfolio companies are expected to be subject to contractual obligations to maintain all or a portion of their respective assets (including deposits) with a particular Banking Institution (including, without limitation, in connection with a credit facility or other financing transaction). Hedging Policies/Risks. In connection with the financing of certain investments, the Adviser may propose that a Fund Client utilize a wide variety of derivative financial instruments for risk management purposes, the use of which is a highly specialized activity that may entail greater than ordinary investment risks. Any such hedging transactions may not be effective in mitigating risk in all market conditions or against all types of risk (including unidentified or unanticipated risks or where the Adviser does not regard the probability of the risk occurring to be sufficiently high as to justify the cost), thereby resulting in losses to a Fund Client. Engaging in derivatives and other hedging transactions may result in a poorer overall performance for a Fund Client than if it had not engaged in any such hedging transaction, and the Adviser may not be able to effectively hedge against, accurately anticipate, or choose not to hedge or mitigate certain risks that may adversely affect such Fund Client’s investment portfolio. In addition, a Fund Client’s investment portfolio may be exposed to certain risks that cannot be fully or effectively hedged, such as credit risk relating both to particular securities and counterparties and foreign exchange rules. Toehold Investments and Certain Investments in Publicly Traded Securities. Certain Fund Clients can be expected to accumulate minority positions in the outstanding voting stock, or securities convertible into the voting stock, of potential portfolio companies or otherwise accumulate positions in debt securities of potential portfolio companies, with the intention of accumulating a sufficient position to enable the Fund Client to influence the activities of the portfolio companies. While such Fund Clients would typically seek to achieve such accumulation through open market purchases, registered tender offers, negotiated transactions or private placements, it could be unable to accumulate a sufficiently large position in a target company to execute the investment strategy formulated in respect of that company. In such circumstances, the Fund Clients might dispose of its position in the target company within a short time of acquiring it. There can be no assurance that the price at which a Fund Client can sell such securities will not have declined since the time of acquisition; this outcome could be made more likely where the securities of the target companies are thinly traded and the Fund Client’s position is substantial, as a result of which its disposal would likely depress the market price for such securities.

Disclosure to investors of each of a Fund Client’s investments in publicly traded securities might not be advisable in light of the Fund Client’s investment objectives and could, in fact, be counterproductive to the Fund Client’s ability to execute on its investment objectives. Accordingly, a Stonepeak GP is permitted to exclude from reports to the investors information regarding its investment activity in publicly traded securities if it determines that disclosure is not at such time commercially practicable or in the interests of the Fund Client. In addition, any investor that has a right to be excused from certain investments might not be able to exercise that right with respect to investments by a Fund Client in publicly traded securities until such time as the Stonepeak GP discloses such investment to the investors. If the Stonepeak GP disposes of an investment before disclosure of such investment to the investors, the investors will have no notice of such investment and no excuse right will apply. Trade Errors. A trade error is generally defined as an error in the placement, execution, or settlement of a trade for a client, whether by Stonepeak or a third party. Trade errors are evaluated on a case-by-case basis. Trade errors might include, for example, failure to recognize the existence of one or more financial instruments held by a Fund Client (resulting in, among other things, duplicative transactions that have an unintended economic effect on the Fund Client), keystroke errors that occur when entering trades into an electronic system, typographical or drafting errors related to derivatives contracts or similar or other agreements or other errors that Stonepeak, in its discretion, designates as a trade error. Investors should assume that trade errors will occur; however, Stonepeak, the Fund Clients, the Stonepeak GPs and their respective affiliates will not be responsible for any losses resulting from any trade errors made by Stonepeak or a third party in respect of investments made by a Fund Client, except to the extent such parties are liable pursuant to the governing documents of the applicable Fund Client, including as a result of bad faith, willful misconduct or gross negligence. From time to time, Stonepeak could elect to voluntarily reimburse a Fund Client for losses suffered as a result of certain trade errors. However, investors should not expect that a reimbursement to the Fund Client in respect of a trade error will ever take place, and, in evaluating a Fund Client, no decisions should be made in reliance on the expectation of such reimbursements. Any decision to reimburse is not precedential and should not create the expectation of any reimbursement in the future. Stonepeak will be biased when determining whether losses resulting from a trade error are required to be borne by a Fund Client. Generally, in determining whether Stonepeak committed fraud, willful misconduct or gross negligence, the Stonepeak GP will evaluate and consider, among other things, the adequacy of the supervisory procedures in place to prevent such errors from recurring with any frequency. Where relevant in connection with any trade error, Stonepeak will evaluate the merits of potential claims for damage against brokers and counterparties who are at fault and, to the extent practicable, could seek to recover losses from those parties. Stonepeak could, however, choose to forego pursuing claims against brokers and counterparties on behalf of a Fund Client for any reason, including, but not limited to, the cost of pursuing claims relative to the likely amount of any recovery and the maintenance of its business relationships with brokers and counterparties. Stonepeak’s own execution and operational staff could be solely or partly responsible for errors in placing, processing, and settling trades that result in losses to the Fund Client.

Other Trading and Investing Activities. Certain Fund Clients may invest in securities of publicly traded companies that are actual or potential companies in which other Fund Client(s) have made or will make investments. The trading activities of such other Fund Client(s) may differ from or be inconsistent with activities, which are undertaken for the account of certain Fund Clients in such securities or related securities. In addition, certain Fund Clients may be precluded from pursuing an investment in an issuer as a result of such trading activities by other Fund Client(s). Investments in Which Another Stonepeak Vehicle Has a Different Principal Investment; Investments Alongside Other Stonepeak Vehicles. Certain Fund Clients (and/or other vehicles or accounts managed by Stonepeak or an affiliate thereto, including proprietary vehicles owned by Stonepeak itself) (collectively, the “Stonepeak Vehicles”) can be expected to make investments in portfolio companies in which other Stonepeak Vehicles have made or are concurrently making a different principal investment at the time of such Stonepeak Vehicle’s investment (e.g., in different parts of the capital structure). A Stonepeak Vehicle may also co-invest alongside portfolio companies in which other Stonepeak Vehicles have made or are currently making an investment. In such situations, the Stonepeak Vehicles could have conflicting interests (e.g., over the terms of their respective investments, including equity vs. debt investments). Given the nature of any such conflict that could arise, there can be no assurance that such conflict can be resolved in a manner that is beneficial to both Stonepeak Vehicles, and the action taken for one Stonepeak Vehicle may be adverse to another Stonepeak Vehicle. Actions may also be taken for the benefit of Stonepeak that may be adverse to one or more Fund Clients. The Stonepeak GP of the relevant Fund Client will seek to resolve any such conflicts using its best judgment, but in its sole discretion, subject to the terms of the relevant Fund Clients’ governing documents, as applicable. Further, to the extent that (i) an SBIC-licensed Fund Client is making an investment in a portfolio company that has received an investment from another Stonepeak Vehicle or (ii) the portfolio companies involve those where an SBIC-licensed Fund Client has made or expects to make an investment, exemption waivers may need to be sought from both the SBA and the advisory committee of the applicable SBIC-licensed Fund Client. See also Item 10 – “Financing Arrangement with Landmark” and “Passive Minority Investments in Stonepeak.” Confidential or Material, Non-Public Information. By reason of their responsibilities in connection with other activities of Stonepeak, certain Stonepeak investment professionals may acquire confidential or material, non-public information concerning an entity in which Fund Clients have invested, or propose to invest, and the possession of such information may limit the ability of the Adviser to buy or sell particular securities of such entity on behalf of Fund Clients, thereby limiting the investment opportunities or exit strategies available to the Fund Clients. In addition, holdings in the securities of an issuer by Stonepeak or its affiliates may affect the ability of Fund Clients to make certain acquisitions of or enter into certain transactions with such issuer. Possibility of Different Information Rights. Certain limited partners may request information from the applicable Stonepeak GP relating to a Fund Client and its investments and Stonepeak generally intends to provide such limited partners with the information requested to the extent practicable and germane to monitoring their interests (subject to availability, confidentiality obligations and other similar considerations). Limited Partners may also be entitled to receive additional or customized reporting relating to their investment in a Fund Client pursuant to their side letters, which are particular to such limited partners and may not be made available to other limited partners (unless required by applicable law) and Stonepeak may from time to time agree

to certain matters relating to knowledge transfer and/or secondments with one or more Limited Partners or prospective investors as part of an overall firm relationship. Any such limited partners that request and receive such information will consequently possess information regarding the business and affairs of a Fund Client that is not generally known to other limited partners. As a result, certain limited partners may be able to take actions on the basis of such information which, in the absence of such information, other limited partners do not take. Risks Relating to Due Diligence of and Conduct at Portfolio Companies; Risk of Fraud in Portfolio Companies. Before making investments, Stonepeak will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to Stonepeak’s reduced control of the functions that are outsourced. In addition, if Stonepeak is unable to timely engage third-party providers its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, Stonepeak will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations, analyses and reports. The due diligence investigation that Stonepeak carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to risk management procedures and environmental, social and governance guidelines, will achieve their desired effect. There can be no assurance that Stonepeak will be able to detect or prevent irregular accounting, misconduct by employees or consultants or other fraudulent practices during the due diligence phase or during its efforts to monitor the investment on an ongoing basis or that any risk management procedures implemented by Stonepeak will be adequate. In the event of fraud or other misconduct by any portfolio company or any of its managers, affiliates, employees, consultants or service providers, a Fund Client may suffer a partial or total loss of capital invested in that portfolio company. There can be no assurances that any such losses will be offset by gains (if any) realized on a Fund Client’s other investments. An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company, issuer or the seller. Such inaccuracy or incompleteness may adversely affect the value of a Fund Client’s securities and/or instruments in such portfolio company. The Fund Client will rely upon the accuracy and completeness of representations made by portfolio companies and/or their former owners in the due diligence process to the extent reasonable when it makes its investments, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Fund Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Misrepresentation, Fraud and Misconduct. Of significant concern in lending and investing is the possibility of material misrepresentation or omission by a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the investment or

may adversely affect the ability of a Fund Client to perfect or effectuate a lien on the collateral securing the investment. A Fund Client generally relies upon the accuracy and completeness of representations made by counterparties, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to a Fund Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Public Health Emergencies. In the event of a pandemic or global health crisis, portfolio companies could experience decreased revenues and earnings, which could adversely impact the applicable Stonepeak GP’s ability to realize value from such investments and in turn reduce the Fund Clients’ performance. Portfolio companies could also face increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams and limited access or higher cost of financing, which could result in potential impairment of investments. In the event of significant credit market contraction as a result of a pandemic or similar global health crisis, the Fund Clients could be limited in their ability to sell assets at attractive prices or in a timely manner in order to avoid losses and margin calls from credit providers. A pandemic or global health crisis can be expected to also pose enhanced operational risks. For example, the Stonepeak GPs’ employees could become sick or otherwise unable to perform their duties for an extended period, and extended public health restrictions and remote working arrangements can be expected to impact employee morale, integration of new employees and preservation of Stonepeak’s culture. Remote working environments could also be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Moreover, third-party service providers could be impacted by an inability to perform due to pandemic-related restrictions or by failures of, or attacks on, their technology platforms. Additionally, restrictions on immigration and processing of visas and other work permits could affect the work force of the portfolio companies, some of which rely on foreign talent as an important part of their work force, which could have a material adverse impact on their ability to implement their business plans. Force Majeure Risk. Investments 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, fires, floods, hurricanes, tornadoes, landslides, explosions, weather, earthquakes and other natural disasters, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, regional armed conflict and labor strikes). Disease outbreaks have occurred in certain countries in the past and could occur again in the future and any prolonged occurrence of infectious disease, or other adverse public health developments or natural disasters in any country in which a Fund Client targets investments could have a material adverse effect on the economy globally and/or in such country, and could impact the business operations of portfolio companies in which such Fund Client invests. Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to a Fund Client or a portfolio company) to perform its obligations until it is able to remedy the force majeure event, including but not limited to the construction of its in-process development. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by a Fund Client or a portfolio company. In addition, the cost to a portfolio company or a Fund Client 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 a Fund Client may invest specifically. Additionally, a major governmental intervention into an industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to a Fund Client, including if its investment in such portfolio company is canceled, unwound or acquired (which could be without what such Fund Client considers to be adequate compensation). Deterioration in economic conditions could cause decreases in or delays in spending and reduce and/or negatively impact the short-term ability to grow revenues of Fund Client portfolio companies. Further, any early termination of agreements due to deterioration in economic conditions could negatively impact results of operations of portfolio companies. Any of the foregoing may therefore adversely affect the performance of the Fund Clients and their investments. Currency and Exchange Rate Risks. Although a Fund Client’s investments, and income received by such Fund Client with respect to such investments, are expected to be denominated primarily in U.S. dollars, certain investments may be made in currencies other than U.S. dollars. In addition, the books of such Fund Client will be maintained, and capital contributions to and distributions from the Fund Client are expected to be made, in U.S. dollars. To the extent the Fund Client’s investments are made in currencies other than U.S. dollars, changes in currency exchange rates, costs of conversion and exchange control regulations may adversely affect the dollar value of investments, interest and dividends received by the Fund Client, gains and losses realized on the sale of such investments and the amount of distributions, if any, to be made by the Fund Client in respect of such investments. Moreover, a Fund Client will incur costs or could experience substantial delays when, or be prohibited from, converting one currency into another. Although the applicable Stonepeak GP may enter into hedging transactions designed to reduce such currency risks, there can be no assurance that any such transactions would achieve their intended results. Further, such hedging transactions could result in diminished returns (or increased losses on capital) to the extent overall returns are less than the Fund Client’s costs or losses associated with such hedging transactions. Economic Sanctions and Anti-Bribery Considerations. Economic sanction laws in the U.S. and other jurisdictions prohibit Stonepeak, Stonepeak’s professionals and the Fund Clients from transacting in certain countries and with certain individuals and companies. For example, in the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, sanctions evaders and other parties. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. Other jurisdictions maintain different and/or additional economic and trade sanctions. Accordingly, each Fund Client requires investors to represent that they are not named on a list of prohibited entities and individuals maintained by OFAC or under similar EU and UK Regulations, and are not operationally based or domiciled in a country or territory in relation to which current sanctions have been issued by the United States, the United Nations, the EU or the UK (collectively “Sanctions Lists”). If an investor is on a Sanctions List, a Fund Client may be required to cease any further dealings with the investor’s interest in such Fund Client until such sanctions are lifted

or a license is sought under applicable law to continue dealings. Accordingly, these types of sanctions laws may prohibit or limit a Fund Client’s investment activities. Although Stonepeak expends significant effort to comply with the sanctions regimes in the countries where it operates, one of these rules could be violated by Stonepeak or a Fund Client’s activities, which would adversely affect any or all of the Fund Clients. U.S. Presidential Election; Changes in Economic, Trade and Other Governmental Policies. The impact of past and future U.S. presidential and other elections could create significant uncertainty with respect to legal, tax and regulatory regimes in which Stonepeak and the Fund Clients will operate. In particular, in January 2025, Donald J. Trump became President of the United States and the Republican Party came into control of the U.S. Congress. The U.S. executive administration and congressional leadership may alter, reduce and/or repeal the level of support certain infrastructure and renewable energy projects receive from U.S. government sources. On January 20, 2025, President Trump signed an executive order which required federal agencies to pause disbursement of funds appropriated through the Inflation Reduction Act and the Infrastructure Investment and Jobs Act. Any alteration or repeal of prior Congressional legislation such as the Inflation Reduction Act and the Infrastructure Investment and Jobs Act may have an adverse impact on the Fund Clients and their portfolio companies. The government’s executive, legislative and regulatory agenda has not yet been fully implemented, and the impact its agenda will have is not fully known, though changes in U.S. policy resulting from the new administration could result in a number of changes to U.S. and non-U.S. economic, national security, fiscal, tax and other policies, as well as the global financial markets generally. Any significant changes in, among other things, economic policy (including with respect to interest rates, foreign trade and regulatory changes leading to greater availability of bank debt), the regulation of the asset management industry, tax law, immigration policy and/or government entitlement programs could have a material adverse impact on Fund Clients. Enhanced Scrutiny and Potential Regulation of the Private Investment Fund Industry. In recent years, the SEC staff’s stated examination priorities and published observations from examinations have included, among other things, private equity firms’ collection of fees and allocation of expenses, their marketing, valuation and custodial practices, allocation of investment opportunities, terms agreed to in side letters and similar arrangements with investors, consistency of firms’ practices with disclosures, handling of material non-public information and insider trading, use of affiliated service providers, adviser-led restructurings, sustainability investing, purported waivers or limitations of fiduciary duties and the existence of, and adherence to, policies and procedures with respect to conflicts of interest. Current or future proposed rulemakings by the SEC, if adopted, could result in alterations to how Stonepeak operates its business, as well as Stonepeak’s implementation of the Fund Clients’ investment strategies, and there can be no assurance that such alterations will not have a material adverse effect on Stonepeak and its affiliates, its Fund Clients and Stonepeak GPs, investments and/or investors. In particular, new SEC rules could have a significant effect on registered investment advisers, including those to private funds, such as Stonepeak, and their operations, including by increasing compliance burdens and associated regulatory costs; increasing litigation risk; increasing the risk of regulatory action, fines, penalties, or public regulatory sanctions; increasing the cost and availability of reporting; and reducing the availability of service providers and counterparties and/or increasing the costs associated with obtaining and maintaining

relationships with service providers and counterparties for Stonepeak and its Fund Clients. Such changes may also result in modifications to Stonepeak’s practices and risk appetite in respect of Stonepeak’s investment programs and other operations. In addition, new SEC rules with increased disclosure obligations would be likely to result in Stonepeak incurring higher costs if such new disclosure obligations require it to spend more time, hire additional personnel, or buy new technology to comply effectively. To the extent permitted under the governing documents of a Fund Client and applicable regulation, the incremental costs of compliance by Stonepeak, such Stonepeak GP and/or such Fund Client with any new SEC rules could be expected to be borne by the Fund Client, which may be significant. Stonepeak is subject to certain anti-money laundering and anti-terrorist financing (“AML/CFT”) laws. The U.S. Corporate Transparency Act and its beneficial ownership information reporting requirements (collectively, the “CTA”) have become effective, requiring the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) to adopt a regulation mandating that certain legal entities report beneficial ownership information. On March 21, 2025, FinCEN issued an interim final rule (the “IFR”) which was published in the Federal Register on March 26, 2025. The IFR reduces the scope of the CTA’s reporting requirements to apply only to foreign entities registered to do business in a U.S. state or territory. This narrowing may not be permanent, and further rulemaking now or in future administrations could re-impose the more expansive requirements of the prior rule. Further, the CTA or any other similar rules, including those imposed by non-U.S. regulators, U.S. states or other authorities, could impose increased compliance costs, regulatory obligations and reporting burdens on Stonepeak, the Fund Clients and/or portfolio companies. In August 2024, FinCEN issued a final rule that would require certain investment advisers, including registered investment advisers, to, among other measures, adopt an AML/CFT program and file certain reports, such as suspicious activity reports, with FinCEN and to maintain additional records related to such activities. The SEC has been delegated responsibility for examining investment advisers’ compliance with these requirements. On July 21, 2025, FinCEN announced its intention to delay the implementation of the AML/CFT rule until January 1, 2028, and to revisit the scope of both the AML/CFT rule and a related proposed rule establishing customer identification program rule requirements for investment advisers. These types of AML/CFT rules, if and when they become effective, may impose substantial regulatory obligations related to AML/CFT on Stonepeak and may result in increased compliance costs and expenses borne by Fund Clients. Impact of EU and UK Sustainable Finance Regulatory Developments. The European sustainable finance regulatory environment for alternative investment fund managers and financial services firms continues to evolve and increase in complexity, making compliance more costly and timeconsuming. There is growing regulatory interest, both in the EU and the UK, in improving transparency around how asset managers define, measure and disclose impact of sustainability factors on the performance of their funds and financial products, in part, to avoid the practice of ‘greenwashing’ but principally to enable prospective investors to make informed choices in pursuit of their own responsible investment or sustainability policies. The European Union has published a number of strategic initiatives in recent years that are designed to transform the entire financial system and reorient capital flows towards sustainable

investment, which is to be achieved through the selection of appropriate investments by wellinformed, or suitably advised, investors who may themselves be under an obligation to disclose to their own stakeholders how they integrate sustainability into their own decision-making. It is difficult to predict whether the EU’s measures introduced by the EU will succeed in reorienting capital flows and, if successful, the impact it will have on the returns to investors. There is a risk that the value of investments made by a Fund Client in pursuing its investment strategy could be adversely affected over the life of such Fund Client by changes to economic conditions brought about by the EU’s sustainable finance initiatives. As part of the above, the EU adopted the Sustainable Finance Disclosure Regulation ((EU) 2019/2088) (the “SFDR”), which took effect from 10 March 2021 (as supplemented by delegated legislation specifying detailed regulatory technical standards (“RTS”)) and which requires transparency with regard to the integration of sustainability risks and the consideration of adverse sustainability impacts in an alternative investment fund manager’s processes and the provision of sustainability-related information with respect to alternative investment funds. In addition, the Regulation on the establishment of a framework to facilitate sustainable investments ((EU) 2020/852) (the “Taxonomy Regulation”) establishes a framework (and detailed criteria in regulatory technical standards made under the Taxonomy Regulation) to determine whether an economic activity qualifies as an environmentally sustainable economic activity, and requires inscope financial products to disclose whether, and if so the degree to which, the financial product is invested in investments with exposure to such environmentally sustainable economic activities. A Fund Client is not directly subject to SFDR, the Taxonomy Regulation or the RTS but these regulations may have an indirect impact on the Stonepeak Advisor and Fund Client and its ability to achieve its investment objectives, including as a result of the parallel management of a Fund Client and any parallel fund and the expectation that interests in such parallel fund will be offered to investors in the EU. The Luxembourg alternative investment fund manager will need to comply with these regulations and provide certain sustainability related disclosures, including with respect to such environmental and/or social characteristics as may be promoted by a Luxembourg parallel fund as part of its investment strategy. There is also a risk that a Fund Client’s SFDR classification will affect the pool of investors that it will be able to target. As of the date of this brochure, the full impact of the SFDR, the Taxonomy Regulation and the RTS on the Fund Clients and parallel funds continues to develop as further detailed guidance and clarifications are published by the European Commission and the European Supervisory Authorities. There could also be divergent interpretations of the requirements at EU Member State level, and national guidance has and supervisory activities have already emerged in certain Member States. In addition, the European Commission has also proposed an “Omnibus simplification package” aimed at simplifying sustainability regulatory requirements, which may introduce changes to regulations such as the Taxonomy Regulation (among possible other EU sustainability-related regulations). The UK has introduced certain sustainability-related disclosure requirements for asset managers, including naming and marketing requirements for funds that have sustainability-related characteristics; however, these are expected to have limited direct impact on non-UK funds managed by non-UK asset managers (including the Fund Clients) as they will apply only to UK authorized firms and do not currently extend to overseas funds; however, there could be an indirect

impact on parallel fund, and consequently the Fund Clients in circumstances where the parallel fund is marketed to investors via a UK authorized firm acting as a placement agent or distributor (including an affiliate of a Stonepeak GP), as such firms are required to comply with an “antigreenwashing rule”, which may result in additional costs to the parallel funds and the Fund Clients and/or reputational risk to Stonepeak, and may impact the way in which a distributor is able to market the parallel funds on behalf of the applicable Stonepeak GP to UK investors. Nonetheless, there is still uncertainty as to the potential indirect impacts of this SDR and investment labels regime on the Stonepeak GP, the Relying Advisers, the Luxembourg alternative investment fund manager, the parallel funds, and indirectly the Fund Clients. The Adviser may be subject to remuneration requirements under the SFDR. Any required changes to compensation structures and practices could make it harder for the Adviser to recruit and retain key personnel, thereby potentially affecting a Fund Client. The applicable Stonepeak GP and the Fund Clients may become subject to additional disclosure or other regulatory requirements in the future and there is no guarantee that the Fund Clients’ current arrangements will be sufficient to meet future regulatory requirements. Overall, these regulatory developments could expose the Adviser to conflicting regulatory requirements in the United States and other jurisdictions. Cayman Islands – Automatic Exchange of Financial Account Information. The Cayman Islands has signed an inter-governmental agreement to improve international tax compliance and the exchange of information with the United States (the “US IGA”). The Cayman Islands has also signed, along with over 100 other countries, a multilateral competent authority agreement to implement the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (“CRS” and together with the US IGA, “AEOI”). Cayman Islands regulations have been issued to give effect to the US IGA and CRS (collectively, the “AEOI Regulations”). Pursuant to the AEOI Regulations, the Cayman Islands Tax Information Authority (the “TIA”) has published guidance notes on the application of the US IGA and CRS. All Cayman Islands “Financial Institutions” are required to comply with the registration, due diligence and reporting requirements of the AEOI Regulations, unless they are able to rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the relevant AEOI Regulations) with respect to one or more of the AEOI regimes, in which case only the registration requirement would apply under CRS. The Fund Clients do not propose to rely on any Non-Reporting Financial Institution exemption and therefore intend to comply with all of the requirements of the AEOI Regulations. The AEOI Regulations require a Fund Client and/or its general partner (as applicable) to, amongst other things (i) register with the IRS to obtain a Global Intermediary Identification Number (in the context of the US IGA only), (ii) register with the TIA, and thereby notify the TIA of its status as a “Reporting Financial Institution”; (iii) adopt and implement written policies and procedures setting out how it will address its obligations under CRS, (iv) conduct due diligence on its accounts to identify whether any such accounts are considered “Reportable Accounts”, (v) report information on such Reportable Accounts to the TIA, and (vi) file a CRS Compliance Form with the TIA. The TIA will transmit the information reported to it to the overseas fiscal authority relevant to a reportable account (e.g., the IRS in the case of a US Reportable Account) annually on an automatic basis.

By investing in a Fund Client investors will be deemed to acknowledge that further information may need to be provided to such Fund Client and that a Fund Client’s compliance with the AEOI Regulations may result in the disclosure of investor information, and investor information may be exchanged with overseas fiscal authorities. Where an investor fails to provide any requested information (regardless of the consequences), a Fund Client may be obliged to take any action and/or pursue all remedies at their disposal including, without limitation, compulsory withdrawal of the investor concerned and/or closure of the investor's account. In accordance with TIA issued guidance, a Fund Client is required to close an investor's account if a self-certification is not obtained within 90 days of account opening. Private Funds Act Regulation – Cayman Islands. A Fund Client may be required to register and be regulated as a private fund under the Private Funds Act (As Revised) (the “Private Funds Act”) of the Cayman Islands. Once registered, the Cayman Islands Monetary Authority (the “Authority”) will have supervisory and enforcement powers to ensure such Fund Client's compliance with the Private Funds Act. Regulation under the Private Funds Act will entail the filing of prescribed details and audited accounts annually with the Authority. As a regulated private fund, the Authority may at any time instruct such Fund Client to have its accounts audited and to submit them to the Authority within such time as the Authority specifies or to provide a one-off or periodic report to the Authority on certain matters requested by the Authority in the connection with the private fund in such form and within such time as the Authority specifies. In addition, the Authority may ask a Stonepeak GP to give the Authority such documents, statements or other information in respect of the Fund Clients as the Authority may reasonably require to enable it to carry out its duty under the Private Funds Act. However, as a regulated private fund a Fund Client will not be subject to supervision in respect of its investment activities or the constitution of its investment assets by the Authority or any other governmental authority in the Cayman Islands, although the Authority does have power to investigate the activities of such Fund Client in certain circumstances. The Authority may take certain actions if it is satisfied that a regulated private fund is or is likely to become unable to meet its obligations as they fall due, or is carrying on business fraudulently or otherwise in a manner detrimental to the public interest or to the interests of its investors or creditors, or is carrying on or is attempting to carry on business or is winding up of its business voluntarily in a manner that is prejudicial to its investors or creditors. The powers of the Authority include, inter alia, the power to require the substitution of the Stonepeak GP, to appoint a person to advise such Fund Client on the proper conduct of its affairs or to appoint a person to assume control of the affairs of such Fund Client. There are other remedies available to the Authority including the ability to apply to court for approval of other actions. The costs of registration of a Fund Client in the Cayman Islands and any costs, including legal costs and any registration or other fees payable to the Authority or any other governmental authority in the Cayman Islands, shall be an expense of such Fund Client. Data Protection Regulation. Laws and regulations related to privacy, data protection and information security could increase costs, and a failure to comply with applicable laws and regulations could result in fines, sanctions or other penalties. Investments of the Fund Clients are subject to regulations related to privacy, data protection and information security in jurisdictions

in which they conduct business. As these regulations are implemented, interpreted and applied, compliance costs may increase for the Fund Clients and their investments. Legislators and regulators around the world identify data security and privacy as top priorities. As a result, a Fund Client and its portfolio companies will be subject to an increasing variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, transfer, and other processing of personal information and other confidential data. The global legal frameworks for privacy, data protection, and data transfers are rapidly evolving and are likely to remain uncertain for the foreseeable future. Certain activities of a Fund Client and its portfolio companies may be subject to the GDPR, Regulations S-P, U.S. state privacy laws, the Cayman Islands Data Protection Act, the UK General Data Protection Regulation (“UK GDPR”), the Personal Information Protection Law (the “PIPL”), and other existing and developing laws and regulations. For example, the SEC has proposed multiple rules and finalized certain rules regarding cybersecurity that would require registered investment advisers, registered funds and broker dealers to implement written policies and procedures designed to address cybersecurity risks, report material cybersecurity incidents to the SEC using a proposed form and within a prescribed time period, and keep enumerated cybersecurity-related books and records. In light of these proposed and final rules and the focus of federal regulators on cybersecurity generally in recent years, Stonepeak expects increasing SEC enforcement activity related to cybersecurity matters, including by the SEC’s Division of Examinations in its examination programs, where cybersecurity has been prioritized with an emphasis on, among other things, proper configuration of network storage devices, information security governance, and policies and procedures related to retail trading information security. Although Stonepeak maintains cybersecurity controls designed to prevent cyber incidents from occurring, no security is impenetrable to cyberattacks. It is possible that current and future cyber enforcement activity will target practices that Stonepeak believes are compliant but the SEC deems otherwise. In addition, many jurisdictions in which Stonepeak operates have other laws and regulations relating to data privacy, cybersecurity, data transfers, data localization and protection of personal information. Stonepeak’s use of AI Technologies could also subject Stonepeak to additional cybersecurity risks as well as regulatory scrutiny. See the “Risks Associated with Artificial Intelligence” disclosure herein. Any regulatory investigation into compliance with these laws and regulations would be costly and could lead to significant fines, service interruption, loss of licensure and other harms to Stonepeak as well as affecting a Fund Client’s ability to achieve its investment objective and/or conduct its operations. Also in the United States, federal privacy legislation is being considered by Congress and may lead to significant new obligations for a Fund Client and its portfolio companies. In the interim, a number of state laws are being passed, such as the California Consumer Privacy Act (“CCPA”), which took effect in January 2020 and provides for enhanced consumer protections for California residents, a private right of action for certain data breaches that is expected to increase related litigation and statutory fines for CCPA violations. In addition, the CCPA requires covered companies to provide new disclosures to California residents and provides such residents new ways to opt-out of certain sales of personal information. California voters also approved the California Privacy Rights Act (“CPRA”) in November 2020. Effective starting on January 1, 2023,

the CPRA made significant modifications to the CCPA, including by expanding rights with respect to certain sensitive personal information and creating a new state agency for enforcing the CCPA. Unless and until a federal privacy law that preempts state laws is enacted, states have and will continue to shape the data privacy environment nationally. Several other U.S. states, including Virginia, Colorado, Connecticut and Utah, enacted privacy laws in 2023 and many other proposals exist in states across the U.S. that could increase potential liability, increase compliance costs, and affect the ability to process personal information integral to a Fund Client and its portfolio companies. Aspects of these state privacy statutes remain unclear, resulting in further legal uncertainty and potentially requiring modifications of data practices and policies and incurring substantial additional compliance costs for a Fund Client and its portfolio companies. Meanwhile, in Europe, the GDPR establishes requirements applicable to the processing of personal data in the European Economic Area (“EEA”), affords data protection rights to individuals, and imposes penalties for violations of each EEA state’s law implementing the GDPR, including those that result in serious data breaches. The UK’s exit from the EU led to the UK GDPR and further legislative changes that increase the burden of processing and transferring personal data of EEA and UK residents. In addition, the EEA and U.S. governments finalized a framework for transAtlantic data transfers that is limited in its application to financial institutions, requiring ongoing data transfer risk assessments and intercompany data transfer agreements. These updates and any future updates to data transfer rules may require a Fund Client and its portfolio companies to expend significant resources to update contractual arrangements and to otherwise comply with such obligations. A Fund Client and its portfolio companies may experience additional costs to comply with these changes, and a Fund Client and its portfolio companies face the potential for regulators in the EEA to apply different standards to the transfer of personal data from the EEA to the United States and other non-EEA countries. There has been further divergence in data protection laws between the UK and EEA, as the UK has enacted amendments to the UK GDPR via the Data (Use and Access) Act including to bring the maximum fine threshold for infringement of certain requirements relating to direct marketing and the use of cookies in line with the UK GDPR threshold, as well as introducing new data sharing frameworks. In addition, on 19 November 2025, the EU published a proposal to make certain simplifications to the GDPR and other data, privacy and cybersecurity related laws, including the ePrivacy Directive and EU AI Act. This creates a greater dual regulatory compliance burden on organizations that are subject to both regimes. The UK and EEA are also considering or have enacted a variety of other laws and regulations relating to data and other digital issues such as the Digital Operational Resilience Act (EEA), Data Act (EEA), Financial Data Access Regulation (EEA), and the Artificial Intelligence Act (EEA) (the latter of which is discussed under “—Risks Associated with Artificial Intelligence” herein), which could have a material impact on a Fund Client’s, its portfolio companies’ and their respective service providers and / or affiliates ability to operate. Stonepeak cannot predict how these and other data protection and digital laws or regulations may develop. China continues to strengthen its protections of personal information and tighten control over cross-border data transfers with the implementation of the Cybersecurity Law (“CSL”), Data Security Law (the “DSL”), the PIPL, and the Espionage Act. These laws may affect the business of a Fund Client and its portfolio companies in the following ways. First, a Fund Client and its portfolio companies may be subject to these laws when conducting business and processing personal information or other data in China. Second, these laws may apply extra-territorially to the processing of personal information and other data originating in China when conducted by a Fund

Client and its portfolio companies outside of China. Third, these laws may impose new regulations on cross-border data transfers and transfers to third-party vendors conducted by a Fund Client and its portfolio companies. The PIPL imposes several conditions that limit certain cross border transfer of personal information of Chinese residents, while the DSL restricts transfer of “important data” outside of China. The scope of “important data” remains unclear but may include certain data collected and/or generated by a Fund Client and its portfolio companies in China, in which case these restrictions could harm a Fund Client and its portfolio companies that rely on the ability to freely transfer data outside China. Finally, a Fund Client and its portfolio companies may be contractually bound by certain compliance obligations that lead to increased costs when dealing with counterparties in China as a result of these laws. Many other jurisdictions where a Fund Client and its portfolio companies may conduct business have or are considering privacy and data protection laws and regulations that are more restrictive than those in the United States, for example, the Hong Kong Personal Data (Privacy) Ordinance, the Australian Privacy Act, and the Brazilian Bank Secrecy Law. Global laws in this area are rapidly increasing in the scope and depth of their requirements, which are often extra-territorial in nature, and global regulators are seeking to enforce their countries’ laws outside of their borders. In addition, a Fund Client frequently has added privacy compliance requirements as a result of its contractual obligations with counterparties. These legal and contractual obligations heighten a Fund Client’s privacy obligations and costs in the ordinary course of conducting its business in the U.S. and internationally. Complying with various existing, proposed, or yet to be proposed laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require a Fund Client and its portfolio companies to make changes to their services to enable them to meet new legal requirements, incur substantial operational costs, modify their data practices and policies, and restrict their business operations. Any actual or perceived failure to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, costs for remediation, and other liabilities. The costs of a Fund Client’s compliance with, and other burdens imposed by, the GDPR, the UK GDPR, Regulations S-P, CCPA, PIPL and other applicable data protection laws will be borne (whether directly or indirectly) by investors in the Fund Client, and may, therefore, affect any returns that would otherwise be available to investors in the Fund Client. Any failure to comply with applicable privacy and data protection related obligations may result in significant liability, which could have an adverse effect on investors in a Fund Client. Under some such privacy and data protection laws, it is an offense not to notify the appropriate regulator of a security breach of personal data, or not to notify the data subjects affected by the breach. Certain violations of data protection laws, including in China and under the GDPR, the UK GDPR and Regulations S-P, may result in significant penalties. Further, Stonepeak may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret such privacy and data protection laws and if such laws are implemented or applied in a manner inconsistent with Stonepeak’s expectations, it may result in Stonepeak’s business practices changing in a manner that adversely impacts a Fund Client. Further legislative evolution is expected in the field of privacy and data protection and the costs of monitoring and addressing such changes may

increase the compliance burden of a Fund Client and its portfolio companies, and thus adversely affect such Fund Client. Legal Interpretation. The organizational documents of the Fund Clients are detailed agreements that establish complex arrangements among the Relying Advisers, their affiliates and the Fund Clients’ investors therein. Questions are expected to arise under the organizational documents regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated and are not specifically addressed or could have been articulated more precisely at the time of the organizational documents' drafting and execution. In these instances, the operative provisions of the organizational documents can be broad, general, ambiguous or conflicting, and could permit more than one reasonable interpretation, including in circumstances where one reasonable interpretation is most favorable to the Relying Advisers and/or their affiliates while another reasonable interpretation is most favorable to the relevant Fund Client and where the Relying Advisers therefore have an incentive to prefer the former interpretation over the latter one. While the Relying Advisers will construe the relevant agreements in good faith and in a manner consistent with its legal obligations (and, when appropriate, in consultation with external legal counsel), the interpretations the Relying Advisers adopt will not necessarily be, and need not be, the interpretations that are the most favorable to the relevant Fund Client or the Fund Clients’ investors and could be the interpretations that are most favorable to the Relying Advisers and/or their affiliates. Risk Factors – Infrastructure and Renewables Funds Potential investors in an infrastructure or renewables Fund Client and any related co-investment vehicles should carefully consider the risks specific to such Fund Clients’ investments, which include, but are not limited to, the following: Nature of Infrastructure and Renewable Energy Investments Generally. Investment in infrastructure and renewable energy projects, businesses and/or assets involves many relatively unique and acute risks. Project revenues can be affected by a number of factors including economic and market conditions, political events, competition, regulation, and the financial position and business strategy of customers. Unanticipated changes in the availability or price of inputs necessary for the operation of infrastructure and renewable energy assets may adversely affect the overall profitability of the investment or related project. Events outside the control of a portfolio company (which for all purposes of this paragraph includes assets, projects and/or businesses in which the Fund Clients invest), such as political action, governmental regulation, demographic changes, economic growth, increasing fuel prices, government macroeconomic policies, political events, toll rates, social stability, technical obsolescence, competition from untolled or other forms of transportation, natural disasters, changes in weather, changes in demand for products or services, defective design or construction, bankruptcy, or financial difficulty of a major counterparty and acts of war or terrorism, could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. In turn, this may impair a portfolio company’s ability to repay its debt, make distributions to a Fund Client or even result in termination of an applicable concession or other agreement. As a general matter, the operation and maintenance of infrastructure assets or businesses and energy generation and other facilities involve various risks and are subject to substantial regulation (as described below), many of which may not be under the control of the

owner/operator, including labor issues, failure of technology to perform as anticipated, structural failures and accidents and the need to comply with the directives of government authorities. Although portfolio companies may maintain insurance to protect against certain risks, where available on reasonable commercial terms (such as business interruption insurance that is intended to offset loss of revenues during an operational interruption), such insurance is subject to customary deductibles and coverage limits and may not be sufficient to recoup all of a portfolio company’s losses. Furthermore, once energy generation and infrastructure assets of investments become operational, they may face competition from other renewable energy and related infrastructure assets in the vicinity of the assets they operate, the presence of which depends in part on governmental plans and policies. Energy and Natural Resources Regulatory Risk. The energy and natural resource sectors are subject to comprehensive United States and non-U.S. federal, state, and local laws and regulations. Present, as well as future, statutes and regulations could cause additional expenditures, decreased revenues, restrictions and delays that could materially and adversely affect a Fund Client’s investments and the prospects of such Fund Client. There can be no assurance that (i) existing regulations applicable to investments generally or portfolio companies will not be revised or reinterpreted; (ii) new laws and regulations will not be adopted or become applicable to portfolio companies; (iii) the technology, equipment, processes and procedures selected by portfolio companies to comply with current and future regulatory requirements will meet such requirements; (iv) such portfolio companies’ businesses and financial conditions will not be materially and adversely affected by such future changes in, or reinterpretation of, laws and regulations (including the possible loss of exemptions from laws and regulations) or any failure to comply with such current and future laws and regulations; or (v) regulatory agencies or other third parties will not bring enforcement actions in which they disagree with regulatory decisions made by other regulatory agencies. In addition, in many instances, the operation or acquisition of energy infrastructure assets may involve an ongoing commitment to or from a government agency. The nature of these obligations exposes the owners of infrastructure investments to a higher level of regulatory control than typically imposed on other businesses. Technical Risk. Investments in the infrastructure and renewable energy industry may be subject to technical risks, including the risk of mechanical breakdown, spare parts shortages, failure to perform according to design specifications and other unanticipated events that adversely affect operations. While the Fund Clients intend to seek investments in which creditworthy and appropriately bonded and insured third parties bear much of these risks, there can be no assurance that any or all such risks can be mitigated or that such parties, if present, will perform their obligations. Investments in the Energy Sector. The operations of energy companies are subject to many risks inherent in the transporting, processing, storing, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, coal, refined petroleum products or other hydrocarbons, or in the exploring, managing or producing of such commodities, including, without limitation: damage to pipelines, storage tanks or related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters or by acts of terrorism; inadvertent damage from construction and farm equipment; leaks of natural gas, natural gas liquids, crude oil, refined petroleum products or other hydrocarbons; and fires and explosions. These risks could result in substantial losses due to personal injury or loss of life, severe damage to and destruction of

property and equipment and pollution or other environmental damage and may result in the curtailment or suspension of their related operations, any and all of which could result in lower than expected returns to a Fund Client. Such risks are particularly acute in the current environment due to, among other things, disruptions in the global supply chain and economic downturn. Demand for Digital Infrastructure. A Fund Client may invest in businesses that are dependent on the demand for any assets or businesses related to mobile and internet infrastructure, including data centers, macro cell towers, fiber networks, small cell networks and other related assets and businesses, which may include, but not be limited to, digital billboards, indoor Citizen Broadband Radio Service infrastructure, satellites and subsea cables, and may be adversely affected by slowdown in such demand. For digital infrastructure, demand may be impacted by various factors that are primarily outside the control of a Fund Client. Additionally, technological advances and improvements in data collection and storage, changes in the development and proliferation of new technologies (including improvements in the efficiency, architecture and design of wireless or cloud), data transmission and/or consumer demand, as well as changes in the prevailing global economy, may also reduce current and/or anticipated demand for digital infrastructure and may adversely affect a Fund Client’s ability to identify and consummate attractive digital infrastructurerelated investments. Volatility of Commodity Prices. The performance of certain of Fund Client investments will be substantially dependent upon prevailing prices of power, oil, natural gas, natural gas liquids, coal, metals, and other commodities and the differential between prices of specific commodities that are a primary factor in the profitability of certain conversion activities such as petroleum refining (“crack spread”) and power generation (“spark spread”). For example, the operation and cash flows of a Fund Client investment may depend, in some cases to a significant extent, upon prevailing or improving market prices for energy and other commodities. Commodity prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to uncertain market factors that are beyond the control of each Fund Client, the Stonepeak GPs, and the Adviser, including (i) changes in supply and demand, (ii) market uncertainty, (iii) political conditions in commodity-producing regions, (iv) the competitive position of energy-related commodities as compared with other energy sources, (v) the industry-wide refining or processing capacity for energy-related commodities, (vi) weather conditions, and (vii) overall economic conditions. These factors may affect the level and volatility of commodities prices and the liquidity of a Fund Client’s investments, which could impair such Fund Client’s performance or result in losses, potentially materially. Effects of Ongoing Changes in the Utility Industry. Fund Clients may make certain investments in utility industries both in the United States and abroad. In many regions, including the United States, the market dynamics of the utility industry may change, primarily in wholesale markets, as a result of consumer demands, technological advances, greater availability of natural gas and other factors. As a result, additional significant competitors could become active in parts of the utility industry. In addition, utility asset owners may find it increasingly difficult to negotiate long-term procurement or sales agreements with counterparties, which may affect a Fund Client’s profitability and financial stability. To the extent competitive pressures increase and the pricing and sale of electricity assume more characteristics of a commodity business, the economics of independent power generation projects into which a Fund Client may invest may come under increasing pressure.

Weather and Climatological Risks. Certain energy companies may be particularly sensitive to weather and climate conditions. For example, solar power generators rely on the frequency and intensity of sunlight, wind turbines rely on the frequency and intensity of the wind, and companies focused on biomass rely on the production of crops, which can be adversely affected by droughts and other weather conditions. Technology May Become Obsolete. The renewable energy industry is subject to continual technological innovation. Renewable energy products and services interact with a variety of hardware and software technology systems and devices. An investment may be required to implement new technologies or adapt existing technologies in response to changing market conditions, customer preferences, industry standards or inability to secure necessary intellectual property licenses, which could require significant capital expenditures. It is also possible that one or more of a portfolio company’s competitors could develop a significant technological advantage that allows them to provide additional or superior products or services, or to lower their price for similar products or services, that could put an investment at a competitive disadvantage. The inability to adapt to changing technologies, market conditions or customer preferences in a timely manner could have a material adverse effect on a Fund Client’s investment strategy, business, financial condition, cash flows or results of operations. Platform Investments. From time to time, a Fund Client may recruit a management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company. In other cases, a Fund Client may form a new investment and recruit a management team to build the portfolio company through acquisitions and organic growth. In both cases, such Fund Client will bear the expenses of the management team or portfolio company, as the case may be, including any overhead expenses, employee compensation, diligence expenses or other related expenses in connection with backing the management team or building out the platform company (whether by a Fund Client directly or by Stonepeak and may include amounts agreed to prior to the initial closing of the Fund Client). Such expenses may be borne directly by a Fund Client as fund expenses (or broken deal expenses, if applicable) or indirectly as such Fund Client bears the startup and ongoing expenses of the newly formed platform portfolio company. In certain cases, the services provided by a management team may overlap with the services provided by the Adviser to a Fund Client. The compensation of management of a platform portfolio company may include interests in the profits of the portfolio company, including profits realized in connection with the disposition of an asset. Such compensation may not be included in the periodic reporting or other information delivered to all Limited Partners. Although a platform portfolio company may be controlled by a Fund Client, members of a management team will not be treated as affiliates of the Stonepeak GP for purposes of the applicable LP Agreement. Accordingly, none of the expenses described above will offset the management fee. Illiquid and Long-Term Investments; Investments Longer than Term. Fund Clients and their investors must bear the risk of limited liquidity for the duration of their private market investments. Investments in infrastructure assets are generally less liquid and involve a longer holding period than traditional private equity investments, which are themselves often considered illiquid and long-term. Investments in unlisted companies can be difficult or impossible to realize. Although investments by the Fund Clients may generate some current income, the return of capital and the realization of gains, if any, from an investment generally will occur only upon the partial or complete disposition of such investment. While an investment may be sold at any time, it is not

generally expected that this will occur for a number of years after the investment is made. Some investments proposed by the Adviser may not be advantageously disposed of prior to the date the Fund Clients will be dissolved, either by expiration of the Fund Clients’ term or otherwise. It is unlikely that there will be a public market for the securities held by the Fund Clients at the time of their acquisition. Therefore, no assurance can be given that, if a Fund Client is determined to dispose of a particular investment held by the Fund Client, it could dispose of such investments at a prevailing market price, and there is a risk that disposition of such investments may require a lengthy time period or may result in distributions in kind to investors. Although the Adviser expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, the Fund Clients may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Any dispositions prior to the expiration date of the expected holding period for such investor may adversely affect returns. The Fund Clients will generally not be able to sell their investments through the public markets unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. Additionally, there can be no assurances that investments can be sold on a private basis. In addition, in some cases the Fund Clients may be prohibited by contract or legal or regulatory reasons from selling certain securities for a period of time. Furthermore, infrastructure investments by their nature are subject to industry cyclicality, downturns in demand, market disruptions, and the lack of available capital for potential purchasers and are therefore often difficult or time consuming to liquidate. Upon dissolution of the Fund Clients or as otherwise provided in the LP Agreements, investments may be distributed in-kind so that the limited partners of the Fund Clients may then become equity holders in one or more public or private companies (and consequently be unable to protect their interests in the same manner as their interests in the Fund Clients). Even with respect to strategies in which investors have certain liquidity rights or rights to request redemption or withdrawal during the life of a Fund Client, pursuant to the terms of the LP Agreement of such Fund Client, the applicable Stonepeak GP (or similar managing fiduciary) still has significant discretion to limit or restrict such liquidity rights, and therefore, no assurance can be given that such investors can redeem or withdraw their investments. Risk Factors – Real Estate Fund Potential investors in the Real Estate Fund should carefully consider the risks specific to such Fund Client’s investments, which include, but are not limited to, the following (in addition to any relevant risks described above in “Risk Factors –Infrastructure and Renewables Funds”): Real Estate Risks Generally. The investments of a Fund Client will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Deterioration of real estate fundamentals generally, and in the U.S. and Canada in particular, would negatively impact the performance of a Fund Client. These risks include, but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, governmental restrictions on evictions (such as eviction moratoria imposed for public health reasons), decreases in asset values, changes in the appeal of assets to tenants, changes in supply of and demand for competing assets in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy, operating income and room rates for hotel

assets, the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of investments difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, political events, changes in government regulations (such as rent control), changes in real property tax rates, operating expenses and insurance rates, changes in interest rates, and the availability of mortgage funds, which may render the sale or refinancing of investments difficult or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy or political climate that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of God, terrorist attacks, war and other factors that are beyond the control of Stonepeak. In addition, in acquiring an asset or stock, a Fund Client may agree to lock-out provisions that materially restrict it from selling that asset or stock for a period of time or that impose other restrictions, such as a limitation on the amount of debt that can be placed on that asset. There can be no assurance that there will be a ready market for the resale of investments. Illiquidity may result from the absence of an established market for investments or a disruption in the market. Real Estate Title. Disputes over ownership of land sometimes occur. In countries such as the United States, title insurance is readily available to cover this risk, though typical exclusions from policies may render them ineffective in certain cases. In countries where title insurance is not readily available, or where a Fund Client does not obtain it, such Fund Client could rely on opinions of title from lawyers or other professionals, which may prove inaccurate. Furthermore, in some jurisdictions, certain social groups may have claims against property that otherwise appears to be properly entitled in the real estate registries, which may encumber title of property acquired by a Fund Client or its portfolio companies. In other jurisdictions, the real estate registry commonly does not reflect the true holder of the real estate title, which complicates title research and may result in title problems. Finally, in some jurisdictions, a purchase of real property can be attacked as not meeting “true sale” requirements and recharacterized as secured financing in the event the seller becomes insolvent. If any of these events occurs in relation to any of the Fund Client’s interests or properties, such Fund Client could lose certain of its rights in relation thereto. Impact of Market Conditions on Commercial Real Estate Generally. In addition to general economic conditions, the commercial real estate markets in which a Fund Client operates are also affected by a number of specific conditions, such as planning, environmental, leasing, tax and other real estate-related laws and regulations, prevailing rental rates, prospective rental growth, occupancy rates, lease lengths, tenant creditworthiness and solvency, and benchmark investment yields and spreads that apply to commercial real estate. Adverse general economic and market conditions, such as those that prevailed during the most recent global economic downturn, could have a material adverse effect on commercial real estate assets, including by decreasing demand for commercial real estate, reducing rental income, decreasing occupancy rates, causing tenants to terminate leases early or enter bankruptcy proceedings, and decreasing the value of real estate assets generally. Declines in rental income on real estate as a result of negative market conditions would not necessarily be accompanied by a decline in significant expenses associated with holding real estate, such as real estate taxes, utility rates, insurance rates, and renovation and maintenance costs. This mismatch would accentuate the impact of a negative market event. Local Real Estate Market Conditions. The success of each real estate investment depends upon the performance of the local real estate markets where the assets are located. Local real estate

markets can decline for any of a number of reasons, including population decline, poor regional economic performance, excess development leading to oversupply, local government policies and heightened taxes, all of which are largely, if not entirely, outside of Stonepeak’s control. No assurance can be given that the local real estate markets in which a Fund Client invests will improve, or remain constant, over the term of the Fund Client. Market conditions can deteriorate due to factors outside the foresight or control of Stonepeak. Actual or perceived trends in real estate markets (on which Stonepeak investment decisions are based in part) do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends. Fluctuations in Capitalization Rates. Pricing of commercial real estate is commonly tracked through prevailing market capitalization rates. An asset’s capitalization rate is its net operating income divided by its market value. If the market capitalization rate of an asset acquired by a Fund Client rises above the capitalization rate at the time of its acquisition, the value of the asset would be negatively affected, absent offsetting increases to net operating income since time of acquisition. There can be no assurance that capitalization rates will not increase from time of acquisition. Risk Factors – Credit Funds The following risk factors primarily relate to the Stonepeak Credit Funds and Digital Infra Credit Fund LP, and any other Fund Clients to the extent such Fund Clients invest in credit investments. Potential investors in such Fund Clients should carefully consider the risks related to such Fund Clients’ investments, which include, but are not limited to, the following: Credit Risk. One of the fundamental risks associated with a Fund Client’s investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. A Fund Client’s returns would be adversely impacted if an issuer of debt in which such Fund Client invests becomes unable to make such payments when due. Although a Fund Client may make investments that the Stonepeak GP believes are secured by specific collateral the value of which may initially exceed the principal amount of such investments or Fund Client’s fair value of such investments, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of nonpayment of scheduled interest or principal payments with respect to such investment, or that such collateral could be readily liquidated. A Fund Client may also invest in leveraged loans, high yield securities and other unsecured investments, each of which involves a higher degree of risk than senior secured loans. Furthermore, a Fund Client’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of the senior lender. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In addition, certain instruments may provide for payments-in-kind, which have a similar effect of deferring current cash payments. In such cases, a portfolio company’s ability to repay the principal of an investment may be dependent upon a liquidity event or the long-term success of the portfolio company, the occurrence of which is uncertain. With respect to a Fund Client’s investments in any number of credit products, if the borrower or issuer breaches any of the covenants or restrictions under the indenture governing notes or the credit agreement that governs loans of such issuer or borrower, it could result in a default under the applicable indebtedness as well as the indebtedness held by a Fund Client. Such default may allow the creditors to accelerate the related debt and may result in

the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. This could result in an impairment or loss of a Fund Client’s investment or result in a pre-payment (in whole or in part) of a Fund Client’s investment. As it relates to all of the foregoing risks and related considerations discussed above, it should also be noted that each of the Stonepeak Credit Funds and the Digital Infrastructure Fund are expected to also invest in high yield bonds and other unsecured investments, each of which involves a higher degree of risk than senior secured loans. Nature of Junior, Subordinated and/or Unsecured Investments. A Fund Client’s strategy may entail acquiring investments that are junior, subordinated and/or unsecured instruments. If the portfolio company in question does not successfully reorganize, a Fund Client will have no assurance (as do those distressed investors that acquire only fully collateralized positions) that it will recover any of the principal that it has invested. While such junior, subordinated or unsecured investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of the investments and may benefit from cross-default provisions and security over the portfolio company’s assets, some or all of such terms may not be part of particular investments. Moreover, the ability of a Fund Client to influence a portfolio company’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. For example, under typical subordination terms, senior creditors are able to block the acceleration of the debt or the exercise by debt holders of other rights they may have as creditors. Accordingly, a Fund Client may not be able to take steps to protect its investments in a timely manner or at all and there can be no assurance that the rate of return objectives of such credit fund or any particular investment will be achieved. In addition, the debt investments in which a Fund Client may invest may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. A Fund Client’s investments may be in the form of subordinated debt instruments, which will rank behind the borrower’s more senior indebtedness. As a result, upon any distribution to a borrower’s creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of such borrower’s more senior and/or secured indebtedness (to the extent of the collateral securing such obligation) will be entitled to be paid in full before any payment may be made on a Fund Client’s investment. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to a borrower, a Fund Client will participate with all other holders of such borrower’s indebtedness in the assets remaining after the borrower has paid all of its more senior and/or secured indebtedness (to the extent of the collateral securing such obligation). A borrower may not have sufficient funds to pay all of its creditors and a Fund Client may receive nothing, or less, ratably, than the holders of more senior and/or secured indebtedness of such borrower or the holders of indebtedness that is not subordinated. A Fund Client’s investments may be subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by a Fund Client earlier than expected. This may happen when there is a decline in interest rates. Early repayments of a Fund Client’s investments may have a material adverse effect on such credit fund’s investment objectives and the internal rate of return on invested capital. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity investments may become worthless. There can be no assurance that attempts to provide downside protection through contractual or structural terms with respect to a

Fund Client’s investments will achieve their desired effect. Certain investments of a Fund Client may not have all the characteristics targeted by such credit fund. Furthermore, a Fund Client has limited flexibility to negotiate terms when purchasing newly issued investments in connection with a syndication of mezzanine or certain other junior or subordinated investments or in the secondary market. Nature of Investment in Senior Loans. The assets of a Fund Client will likely include first lien senior secured debt, but may also include selected second lien senior secured debt, which involves a higher degree of risk of a loss of capital. The factors affecting an issuer’s first and second lien leveraged loans, and its overall capital structure, are complex. Some first lien loans may not necessarily have priority over all other debt of an issuer. Any secured debt is generally secured only to the extent of its lien and only to the extent of the value of the underlying assets on already secured assets. Moreover, underlying assets are subject to credit, liquidity, and interest rate risk. Although the amount and characteristics of the underlying assets selected as collateral may allow a Fund Client to withstand certain assumed deficiencies in payments occasioned by the borrower’s default, if any deficiencies exceed such assumed levels or if underlying assets are sold it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owing to a Fund Client in respect to its investment. The borrowers on loans constituting a Fund Client’s assets may seek the protections afforded by bankruptcy, insolvency and other debtor relief laws. Senior secured loans are also subject to other risks, including (i) the possible invalidation of a debt or lien as a “fraudulent conveyance”, (ii) the recovery as a “preference” of liens perfected or payments made on account of a debt in the 90 days before a bankruptcy filing, (iii) equitable subordination claims by other creditors, (iv) so-called “lender liability” claims by the issuer of the obligations and (v) environmental liabilities that may arise with respect to collateral securing the obligations. Loans may become non-performing for a variety of reasons. Adverse credit events with respect to any portfolio company, such as missed or delayed payment of interest and/or principal, bankruptcy, receivership, or distressed exchange, can significantly diminish the value of a Fund Client’s investment in any such company. A Fund Client’s investments may be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by a Fund Client earlier than expected. In addition, depending on fluctuations of the equity markets, warrants and other equity securities may become worthless. To the extent a Fund Client holds subordinated debt securities, such debt may be unsecured and structurally or contractually subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Such debt investments may not be protected by financial covenants or limitations upon additional indebtedness. Certain of a Fund Client’s senior loans may be unsecured or be senior subordinated notes. For additional information regarding the foregoing or the risks associated with an investment in any fund or investment vehicle sponsored, advised or managed by Stonepeak, please carefully review the Confidential Private Placement Memorandum, if applicable, or subscription documents of the applicable Stonepeak Fund and Boundary Street Fund or investment vehicle. Digital Infrastructure Investments. Investment in digital infrastructure assets involves many relatively unique and acute risks. Project revenues can be affected by a number of factors including

economic and market conditions, political events, competition, regulation and the financial position and business strategy of customers. Unanticipated changes in the availability or price of inputs necessary for the operation of digital infrastructure assets may adversely affect the overall profitability of an investment or related project. Events outside the control of a portfolio company, such as political action, governmental regulation, demographic changes, economic conditions, government macroeconomic policies, political events, social instability, natural disasters (such as fire, floods, earthquakes, hurricanes, and typhoons), changes in weather, changes in demand for products or services, bankruptcy or financial difficulty of a major customer, acts of war or terrorism and other unforeseen circumstances and incidents could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring digital infrastructure facilities. In turn, this may impair a portfolio company's ability to repay its debt, make distributions to the applicable Fund Client or even result in termination of an applicable concession or other agreement. As a general matter, the operation and maintenance of digital infrastructure assets or businesses involve various risks and are subject to substantial regulation, many of which may not be under the control of the owner/operator, including labor issues, failure of technology to perform as anticipated, structural failures and accidents and the need to comply with the directives of government authorities. Furthermore, once digital infrastructure assets of a portfolio company become operational, they may face competition from other digital infrastructure assets in the vicinity of the assets they operate, the presence of which depends in part on governmental plans and policies. Risk Factors – Boundary Street Funds T&T Investments; General Risks Applicable to the T&T Industry. Certain Fund Clients will make investments in companies engaged in the T&T business. Many of these companies are subject to federal and state laws and regulations governing, among other things, the operation, ownership and control of such companies. These regulations may restrict the manner in which the applicable Fund Clients make, monitor, divest and act to protect their investments in such companies and could, under some circumstances, attribute an ownership interest in some or all of such companies to some or all of the investors in the applicable Fund Clients. The success of portfolio companies will be subject to all risk factors generally affecting the T&T sector, including, among others, the impact of rapid technological changes, changes in federal and state regulation, general market acceptance of new products and services, significant capital requirements and the potential for increasingly intense competition. Growth-Stage Investments. Certain Fund Clients’ investment strategies include investing in companies in early stages of growth. These companies are often characterized by short operating histories, new technologies and products, evolving markets, intense competition and management teams that have limited experience working together. A portfolio company’s ability to succeed will be dependent upon its ability to constantly evolve its business to be sure that its products keep pace with changing technologies and markets. In addition, a portfolio company will need to implement appropriate sales and marketing, inventory, finance, personnel and other operational strategies in order to become and remain successful. In addition, growth companies may be more susceptible to macroeconomic effects and industry downturns. Development efforts of the portfolio company could prove unsuccessful or, even if successful, may not be completed within the budget and time constraints originally estimated. Any given investment by the applicable Fund

Clients may prove worthless and there is a risk that investors in the applicable Fund Clients could lose some or all of their money. Generally, little public information exists about private growth-stage companies, and the applicable Fund Clients will rely on the ability of the Adviser to obtain adequate information to evaluate the potential returns from investing in these companies. If the Adviser is unable to uncover all material information about these companies, the Adviser may not make a fully informed investment decision, and the applicable Fund Clients may lose money on their investments. Growth-stage companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that the applicable Fund Clients hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees obtained in connection with the investment. In addition, such companies typically 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 market conditions, as well as general economic downturns. Additionally, growth-stage companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the portfolio companies in which the applicable Fund Clients invest and, in turn, on the applicable Fund Clients. Growth-stage companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, the Adviser and its affiliates may, in the ordinary course of business, be named as defendants in litigation arising from the applicable Fund Clients’ investments in portfolio companies. Proprietary Rights. Certain portfolio companies may rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect proprietary rights. There can be no assurance that a company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a company’s technologies. Conversely, other companies may make infringement claims against a company in which the applicable Fund Clients invest. Private Debt Terms. A private debt investment may have a contractual return that is not paid entirely in cash, but rather partially or wholly in-kind or as an accreting liquidation preference, thus lengthening the time before cash is received, and increasing the applicable Fund Clients’ risk exposure to the portfolio company. While the Adviser intends to achieve the Fund Clients’ targeted returns for a given investment, factors such as overall economic conditions, the competitive environment and the availability of potential purchasers of the securities, may shorten or lengthen the applicable Fund Clients’ holding period and some investments may take several additional years from the initial investment date to achieve a realization. It is possible that the applicable Fund Clients may be contractually limited (or, in some cases, prohibited) from selling certain securities for a period of time and/or to certain third-parties. If the applicable Fund Clients are required to liquidate all or a portion of their portfolio positions quickly, then the applicable Fund Clients may realize significantly less than the value at which the applicable Fund Clients previously recorded those investments due to such limitations and restrictions. Participation on Creditors’ Committees and Boards of Directors. The Adviser, on behalf of certain Fund Clients, may participate on committees formed by creditors to negotiate with the

management of financially troubled companies that may or may not be in bankruptcy. The Adviser may also seek to negotiate directly with debtors with respect to restructuring issues. While in most cases the Adviser will be the sole or lead party on any creditors’ committee, the Adviser representative may in certain situations be only one of many participants, each of whom would be interested in obtaining an outcome that is in its individual best interest, and in such situations there can be no assurance that the representative would be successful in obtaining results most favorable to it in such proceedings, although the representative may incur significant legal fees and other expenses in attempting to do so. In addition, as a result of participation by the representative on such committees, the representative may be deemed to have duties to other creditors represented by the committees, which might thereby expose the applicable Fund Clients to liability to such other creditors who disagree with the representative’s actions. It is possible that the Adviser will exercise its rights in respect of an enforcement action to be represented on the boards of some of the applicable Fund Clients’ portfolio companies. Such representation may have the effect of impairing the ability of the Adviser to sell the applicable Fund Clients’ related securities when, and upon the terms, it might otherwise desire, including as a result of applicable securities laws. Assurance of SBIC Licensure. Certain Fund Clients are licensed to operate as SBICs. There can be no assurance that such Fund Clients will be able to maintain such license. The issuance of such a license to the applicable Fund Clients does not represent any endorsement or approval by the SBA of the applicable Fund Clients as an investment for private investors, nor does it represent any guarantee by the SBA of financial results to be achieved by, or safety of capital invested in, the applicable Fund Clients. Use of Debenture Leverage. The SBIC-licensed Fund Clients generally will make loan and debt investments in U.S. small businesses within the meaning of the SBIC Act and expect to utilize Federally guaranteed financing from the SBA (“Debenture Leverage”). The use of Debenture Leverage by the applicable Fund Clients will increase both the potential for gain on, and the potential for loss of, an investor’s investment in such Fund Clients. The ability of investors in the applicable Fund Clients to realize a gain on their investment is, to a significant degree, a function of the ability of such Fund Clients to meet interest payments on drawn Debenture Leverage and to pay the remaining principal at the end of the 10-year life of each Debenture Leverage instrument. In addition, the greater volatility, due to the use of Debenture Leverage, of gain or loss realized by Limited Partners on the Fund Client’s investments may magnify the incentive of the Stonepeak GP to pursue riskier investments with greater potential for gain than might otherwise be the case. If, at the end of the Fund Client’s term, amounts to which the SBA is entitled have not been paid in full, the SBA will generally be able to require the Fund Client to call any remaining unfunded commitments of the Limited Partners for purposes of making these payments to the SBA. Pricing of Debenture Leverage. The U.S. Federal Reserve has increased interest rates significantly during the past several years. Interest rate increases will cause the SBIC-licensed Fund Client’s debt service costs with respect to the Debenture Leverage to increase. If these

interest rate increases are significantly greater than anticipated by the applicable Fund Clients, this will adversely affect the performance of the Fund Clients. Possible Limitations on Available Debenture Leverage. Becoming licensed as an SBIC does not automatically assure that an SBIC-licensed Fund Client will receive Debenture Leverage funding. Receipt of Debenture Leverage funding is dependent upon the Fund Client continuing to be in compliance with SBA regulations and policies and there being funding available. The amount of Debenture Leverage funding available to SBICs is dependent upon annual Congressional authorizations and in the future, may be subject to annual Congressional appropriations. There can be no assurance that there will be sufficient Debenture Leverage funding available at the times desired by the Fund Client. The SBIC Act, as currently in effect, limits the total amount of Debenture Leverage available to any single SBIC to $175 million and any group of SBICs under common control to $350 million. The inability of a Fund Client licensed as an SBIC to obtain the anticipated amount of Debenture Leverage could have a material and adverse effect on the Fund Client’s ability to implement its investment strategy and ultimate investment returns. Possible Changes to Regulatory Scheme. Congress may amend or supplement the SBIC Act, and the SBA may amend or supplement its regulations, in a manner that imposes additional regulatory burdens upon or otherwise adversely affects the applicable Fund Clients. SBA Regulatory and Enforcement Powers. The SBA has significant ability to supervise and regulate many critical aspects of the affairs of an SBIC. SBA imposes greater restrictions on the portfolio of an SBIC than would generally be the case for an unregulated private equity fund. Certain activities and decisions require SBA approval, and there are uncertain timeframes for such approvals. In addition, the SBA has the power to penalize an SBIC in a number of ways. Penalties for Capital Impairment. Generally, if an SBIC incurs losses and expenses that equal or exceed a certain percentage (typically ranging between 35% and 45%, depending upon the SBIC’s ratio of outstanding Debenture Leverage to contributed private capital) of the amount of the private commitments to the SBIC, and the SBIC fails to cure such “capital impairment” within time limits set by the SBA, then the SBA may, among other things, prohibit the SBIC from making additional investments, prohibit distributions, require all investors to fully fund their entire capital commitments immediately, remove and replace the general partner of the SBIC or any member thereof, and/or appoint a receiver to take control of the SBIC’s operations. Penalties for Failure to Comply with Regulations. If an SBIC repeatedly fails to comply with even non-substantive provisions of the SBIC Act, the SBA may deny the SBIC additional Debenture Leverage and/or require the SBIC to take actions to cure such failures. Failure to comply with any substantive provision of the SBIC Act, or failure to take such actions as may be required by the SBA to cure any non-substantive violations referred to in the preceding sentence, constitutes grounds for imposition of one or more of the remedies that restrict the operations of the SBIC. Willful or repeated violation of a substantive provision of the SBIC Act is grounds for imposition of remedies that include the removal of the general partner of the SBIC. Restrictions on Distributions if Value of Assets Overstated. The SBA may restrict an SBIC’s ability to make distributions if the SBA determines that the value of the SBIC’s assets is materially overstated.

Restrictions on Distributions Until Accumulation of “Retained Earnings Available for Distribution” (“READ”). Pursuant to SBA regulations, an SBIC with outstanding Debenture Leverage may distribute retained earnings available for distribution (also known as “READ”) (i.e., cumulative realized profits, less unrealized losses on investments) to its investors, but it may not return more than 2% of its outstanding capital to investors in any fiscal year without SBA’s prior approval. SBA’s limitations on an SBIC’s ability to make distributions may result in investors in the SBIC receiving “phantom income” for which there is no corresponding cash distribution to cover the investors’ tax liabilities attributable to such income. Historically, SBA has permitted repayments in excess of 2% only in accordance with an approved “wind-up” plan filed by an SBIC pursuant to which SBA determines that repayment of the outstanding Debenture Leverage is adequately assured. SBA generally only gives that approval when the SBIC has previously made significant repayments of Debenture Leverage, the remaining portfolio is performing well and SBA feels reasonably well assured that outstanding Debenture Leverage will be repaid in full. An SBIC-licensed Fund Client can make distributions before the end of a fiscal year. If, however, the Fund Client were to make a distribution mid-year from READ that then existed, but at the end of the year the Fund Client did not have READ for the year (for example, if the Fund Client wrote off an investment after mid-year), then SBA may consider the mid-year distribution to be improper and an event of default under the Debenture Leverage. In such circumstances, the Fund Client would be given a specified period of time to cure the default, but not less than fifteen days. The failure to cure could result in SBA declaring all of the Fund Client’s outstanding Debenture Leverage immediately due and payable and seeking the appointment of SBA or its designee as a receiver. Personal Liability for Unapproved Change of Control. The SBA will require limited partners in an SBIC holding 50% or more of the private commitments to the SBIC to personally guarantee the repayment of all Debenture Leverage drawn by the SBIC if such limited partner participates in a “change of control” of the SBIC without the SBA’s prior written approval. Risk Factors – Stonepeak-Plus Infrastructure Potential investors in Stonepeak-Plus Infrastructure (or any other similar Fund Client) should carefully consider the risks with respect to each of the strategies described above, as well as the risks specific to investments made by Stonepeak-Plus Infrastructure (or any other similar Fund Client), which include, but are not limited to, the following: No Management or Control of Other Fund Clients. In instances where a Fund Client invests in or alongside another Fund Client, Stonepeak-Plus Infrastructure will be a passive investor, and will have no management authority or governance rights with respect to any investments made by such other Stonepeak Vehicle. Stonepeak-Plus Infrastructure will be relying on the management skill of Stonepeak as sponsor and/or adviser of the respective other Fund Client alongside which, or in which, Stonepeak-Plus Infrastructure invests. In addition, the management, financing, investing and disposition practices or policies of each other Fund Client (and thus Stonepeak-Plus Infrastructure) generally will be determined by Stonepeak and will not require the consent of the

investors of either Stonepeak-Plus Infrastructure or such other Fund Client. Any changes in such practices or policies could be detrimental to the value of Stonepeak-Plus Infrastructure’s investment and could cause the interests of Stonepeak-Plus Infrastructure, on the one hand, and those of Stonepeak or the investors of such other Fund Clients, on the other hand, to diverge. In addition, since in many instances the structure and terms of an investment will be primarily negotiated by the investment team of the other Fund Client alongside which, or in which, Stonepeak-Plus Infrastructure will also invest, the terms and structure of such investment may not necessarily take fully into account (or take into account at all) the interests of Stonepeak-Plus Infrastructure or its investors (including as it relates to any tax structuring by the applicable other Fund Clients). Differences Between Investing in Stonepeak-Plus Infrastructure and in Other Fund Clients. With respect to investments made by Stonepeak-Plus Infrastructure (or any other similar Fund Client) in or alongside other Fund Clients, the rights and benefits of each investor in StonepeakPlus Infrastructure (or such other similar Fund Client) will differ from the rights and benefits of those investors that have invested directly in such other Fund Clients. Such differences and the risks associated with such differences include, without limitation, the following: •

Timing of Capital Contributions. The investors in other Fund Clients generally use subscription lines of credit in lieu of capital contributions to such other Fund Clients at the time investments are made, and whether or not such subscription line is used, fund capital over time, while investors in Stonepeak-Plus Infrastructure are expected to contribute their entire capital commitment at closing, thus potentially reducing the rates of returns experienced by such investors compared to the rate of returns of the investors of such other Fund Clients.

•

Voting. The investors in Stonepeak-Plus Infrastructure will generally have no right to vote on matters presented to the limited partners of the other Fund Clients.

•

Privity. The investors in Stonepeak-Plus Infrastructure will not be limited partners of any other Fund Client in or alongside which Stonepeak-Plus Infrastructure invests (by virtue of the investor’s indirect investment in or alongside such applicable Fund Client), and as such, the investor will not be a party to any other Fund Client’s governing agreements and, accordingly, will not have any direct rights thereunder and therefore will have no direct recourse against any other Fund Client, such other Fund Client’s related vehicles, the Stonepeak GP and/or Stonepeak Advisor or any of its affiliates (other than Stonepeak-Plus Infrastructure and its general partner and advisor). Moreover, Stonepeak-Plus Infrastructure has no right to participate in the control, management or operations of any other Fund Client.

•

Reporting. The investors in other Fund Clients generally will receive periodic reporting which includes investment by investment performance and, in some cases, commentary on recent developments at particular portfolio companies, which, even if such companies are also portfolio companies of Stonepeak-Plus Infrastructure, are not expected to be shared in all cases with investors in Stonepeak-Plus Infrastructure. In addition, representatives of investors in other Fund Clients that serve as members of such other Fund Clients’ limited

partner advisory committees may receive detailed information concerning various aspects of the activities of such other Fund Clients in connection with the performance of their responsibilities. Therefore, investors in other Fund Clients or their representatives on an other Fund Client’s limited partner advisory committee may receive additional or more detailed reporting regarding the portfolio companies in which Stonepeak-Plus Infrastructure has invested. •

Expenses. The expenses borne by Stonepeak-Plus Infrastructure are expected to be higher than those of certain other Fund Clients because, among other reasons, Stonepeak-Plus Infrastructure has additional regulatory filing obligations that are not applicable to such other Fund Clients, including filing obligations under the Exchange Act.

Minority and Non-Control Investments in Third Party Fund Managers and Third-Party Investment Vehicles; Dependence on Third-Party Fund Managers. Stonepeak-Plus Infrastructure is permitted to invest in minority, non-controlling, equity, equity-related and/or revenue interests in third-party investment managers (“Third-Party Fund Managers”) and make passive investments in third-party investment vehicles that are managed by Third-Party Fund Managers (“Third-Party Pooled Investment Vehicles”). Stonepeak-Plus Infrastructure will not be responsible for the results of the Third-Party Pooled Investment Vehicles and Third-Party Fund Managers (unless such Third-Party Pooled Investment Vehicle invests into Stonepeak and holds no other investments). The existing management of such Third-Party Fund Managers will typically retain autonomy over the day-to-day operations of the business and will generally retain a majority stake in such business. In holding such non-controlling interests, Stonepeak-Plus Infrastructure will also have a limited ability to create or take advantage of exit opportunities. The inability to control the timing of the making, restructuring, refinancing and exiting of Investments may adversely affect performance. The timing and extent to which Stonepeak-Plus Infrastructure realizes proceeds from any disposition, listing, financing or other liquidity event with respect to any investment will to a large extent depend on the decisions and actions of Third-Party Fund Managers. The management of Third-Party Fund Managers may make business, financial or management decisions with which the Stonepeak GP does not agree or such management may take risks or otherwise act in a manner that does not serve Stonepeak-Plus Infrastructure’s interests. The returns of investments in such Third-Party Fund Managers and/or Third-Party Pooled Investment Vehicles will depend largely on the performance of unrelated Third-Party Fund Managers and could be substantially adversely affected by the unfavorable performance and/or practices and policies of the Third-Party Fund Managers. The performance of a Third-Party Fund Manager may also rely on the services of a limited number of key individuals, the loss of whom could significantly adversely affect such Third-Party Fund Manager’s performance.

The interests of such employees may conflict with the interests of the Fund Clients and investors therein, as they may have a greater outside financial interest with respect to certain transactions for Fund Clients. Stonepeak believes such conflicts are mitigated due to the investment committee process and ultimate decision-making authority for Fund Clients, among other factors. An employee of the Adviser is a former employee of a third party that, during his employment with the third party, provided advisory services to certain investors in Stonepeak Fund II and investors in funds managed by other investment advisers. The advice to such investors in Stonepeak Fund II included recommending Stonepeak Fund II to the investors. The employee continues to hold economic interests in his former employer through which he will continue to receive compensation related to the advisory services previously provided prior to becoming an employee of Stonepeak. Adviser’s Special Relationship with TIAA TIAA Advisor Investor has provided seed capital to SAH. As a result, TIAA Advisor Investor owns a minority interest of SAH as a member thereof. TIAA Advisor Investor also owns a minority interest of Stonepeak GP Holdings I, Stonepeak GP Holdings II and Stonepeak GP Holdings III as a limited partner in each of these entities. Through its interests in SAH, Stonepeak GP Holdings I, Stonepeak GP Holdings II and Stonepeak GP Holdings III, TIAA Advisor Investor has indirect interests in Stonepeak Advisors I, Stonepeak GP I, Stonepeak GP II and Stonepeak GP III, respectively. TIAA Advisor Investor has no interest in the Adviser or any other Relying Adviser (other than SAH). TIAA Advisor Investor, which is an affiliate of TIAA, has made a substantial anchor investment in Stonepeak Fund I and is a limited partner in various other Fund Clients. While the Stonepeak Advisors and the Stonepeak GPs will generally manage the business and affairs of the Stonepeak Funds, as a result of its interests in SAH and Stonepeak GP Holdings, TIAA Advisor Investor is entitled to certain contractual economic, governance, reporting and other rights. For instance, TIAA Advisor Investor will receive a portion of the fees and distributions (including Carry) payable to SAH, Stonepeak GP I, Stonepeak GP II and Stonepeak GP III. Two representatives designated by TIAA Advisor Investor also serve on the Steering Committee and the Fund I Investment Committee. The consent of at least one of TIAA Advisor Investor’s representatives on the Steering Committee to all material operating decisions of Stonepeak Fund I and SAH is required; however, investment decisions are controlled by Mr. Dorrell.

The interests of the TIAA Advisor Investor and its affiliates may conflict with the interests of the Fund Clients and investors therein. TIAA is a financial institution with many different affiliates, businesses and activities, at least some of which may conflict with the interests of Fund Clients (including the Stonepeak Funds) and investors therein. TIAA and the TIAA Advisor Investor and their respective affiliates may serve as investment advisers or investment managers to other client accounts and conduct investment activities for their own accounts and may give advice or take action with respect to such other clients or accounts that differs from advice given or actions taken by the Adviser, SAH, the Stonepeak Advisors, the Stonepeak GPs, Stonepeak GP Holdings or Stonepeak Partners GP with respect to Fund Clients (including the Stonepeak Funds). TIAA and the TIAA Advisor Investor and their respective affiliates may have a greater financial interest with respect to such other clients or accounts than with respect to Fund Clients (including the Stonepeak Funds). TIAA and the TIAA Advisor Investor and their respective affiliates may compete with Fund Clients (including the Stonepeak Funds) for certain investment opportunities and Stonepeak staff time. Furthermore, there can be no assurance that TIAA, the TIAA Advisor Investor or any of their respective affiliates will hold or continue to hold any interest in SAH, Stonepeak GP Holdings or any of the Fund Clients (including the Stonepeak Funds), as applicable, and each may dispose, transfer or sell any of such interests in accordance with the terms of the applicable governing documents. The TIAA Advisor Investor’s representatives on the Fund I Investment Committee and the Steering Committee are not required to devote any specific amount of time thereto and have no fiduciary duties to the Stonepeak Funds or their investors (except as may be required by applicable law). Accordingly, the TIAA Advisor Investor is entitled to consider its own interests with respect to its rights concerning SAH and Stonepeak GP Holdings and not the interests of the Fund Clients or investors therein. Furthermore, as a result of the TIAA Advisor Investor’s right to receive distributions from SAH and Stonepeak GP Holdings, the TIAA Advisor Investor, as a limited partner of certain of the Stonepeak Funds, may have interests that are not aligned with interests of other investors in the Stonepeak Funds (including, without limitation, with respect to certain voting matters concerning Stonepeak Advisors I, SAH, Stonepeak GP I, Stonepeak GP II and Stonepeak GP III and Stonepeak GP Holdings). Each investor in the relevant Stonepeak Funds is required to acknowledge and agree that conflicts of interest may arise related to the fact that the TIAA Advisor Investor has a direct or indirect interest in Stonepeak GP I, Stonepeak GP II, Stonepeak GP III, Stonepeak GP Holdings, SAH and Stonepeak Advisors I and one or more representatives on the Fund I Investment Committee. Financing Arrangement with Landmark In addition, as more fully described in Item 4 – “Advisory Business,” the SIH SPV is entitled to receive repayment proceeds representing a portion of the management fees and carried interest in respect of certain other Fund Clients. The SIH SPV has seeded the investment in Stonepeak Renewables Fund and may seed investments in future Fund Clients, has invested in the general partner of Stonepeak Fund IV and may make stand-alone investments not in or alongside any other Fund Client, in each case subject to the terms and conditions of the governing documents of the Fund Clients and the SIH SPV and Stonepeak’s investment allocation policy. See Item 6 – “Performance-Based Fees and Side-by-Side Management.” Accordingly, the Adviser may have an incentive to provide more favorable terms to the SIH SPV than to other investors, provide the

SIH SPV with individual company co-investment opportunities and/or manage the Fund Clients’ investments in a manner beneficial to Landmark as a result of its indirect ownership in the Adviser and the overall SIH SPV financing arrangement. Passive Minority Investments in Stonepeak As described in Item 4, on June 28, 2023, Stonepeak accepted a minority investment from investment vehicles managed by Blue Owl Capital Inc.’s (“Blue Owl”) GP Strategic Capital platform (formerly known as Dyal Capital), a capital provider for institutional alternative asset managers. Blue Owl subsequently made several follow-up investments in Stonepeak. In sum, Blue Owl and other third-party strategic investors are, in the aggregate, indirectly entitled to receive less than 17% of the fee income of Stonepeak (including management fee income and other income generated from the acquisition, ongoing advisory and transaction fees received by the Investment Adviser in connection with investments by the Fund Clients) and less than 17% of the carried interest income with respect to the Fund Clients (and including the Stonepeak GPs). Each such Third Party Owner currently has no control over the day-to-day operations or investment decisions of Stonepeak as they relate to the Fund Clients, but they have certain customary minority protection rights. The Adviser may have an incentive to provide more favorable terms to the Third Party Owners than to other investors, provide the Third Party Owners with individual company coinvestment opportunities (in each case subject to the terms and conditions of the governing documents of the Fund Clients and Stonepeak’s investment allocation policy) and/or manage Fund Clients’ investments in a manner beneficial to the Third Party Owners, in each case as a result of their investments in the Adviser and / or the applicable Stonepeak GPs. Boundary Street Funds Investment Committee As described in Item 4 and Item 6 above, the investment committee of the existing Boundary Street Funds includes members who are not employees of Stonepeak, but serve as senior investment professionals at a non-affiliated registered investment adviser. Certain of such persons have interests in the existing Boundary Street GPs, through which they are entitled to potentially receive Carry, but will not have similar interests in future Boundary Street Funds. This poses particular conflicts of interest as the non-affiliated registered investment adviser, and/or such investment committee members, have incentives to favor the existing Boundary Street Funds, including with respect to investment allocations, allocation of time and attention and other investment-related decisions. Further, because the Boundary Street Funds are clients of the Stonepeak Advisors and not clients of the non-affiliated registered investment adviser, Stonepeak and the non-affiliated registered investment adviser have differing responsibilities with respect to the management of the existing Boundary Street Funds. However, because both Stonepeak and certain senior investment personnel of the non-affiliated registered investment adviser retain indirect interests in Boundary Street, this conflict is partially mitigated insofar as both parties also have incentives to act in a manner that is beneficial to Boundary Street and the existing Boundary Street Funds. In addition, this conflict is partially mitigated as the prior owners of Boundary Street have equity interests in a Stonepeak affiliate as a result of the Boundary Street Transaction. See Item 11 – “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” regarding compliance guidelines that Stonepeak and the non-affiliated registered investment adviser have implemented to address legal and compliance concerns, including potential conflicts of interest regarding allocations of expenses and investment opportunities.

Stonepeak Capital Markets Services As described in Item 4 above, Stonepeak Capital Markets’ primary focus is to, among other things, arrange, place, underwrite, originate and syndicate loans and underwrite securities of Stonepeak portfolio companies, including underwriting, private offerings and participating in the underwriting syndicate for public offerings. Stonepeak Securities In connection with the foregoing, Stonepeak Securities, an affiliated broker-dealer of Stonepeak, operates as part of Stonepeak Capital Markets and conducts the foregoing services. Stonepeak Securities provides capital markets advisory services to Stonepeak Funds and/or their respective portfolio companies in connection with facilitating mergers and acquisitions, financial restructurings, asset sales, divestitures and other business combination transactions. In addition, Stonepeak Securities will also place debt and equity securities of corporate issuers in transactions that are exempt from registration under the Securities Act, and act as underwriter in connection with the private placement of debt or equity securities on behalf of portfolio companies. In such capacity, Stonepeak Securities will generally act as an initial purchaser or placement agent on a best efforts basis. Stonepeak Securities does not expect to act as the lead underwriter and in most instances would expect to join the underwriting syndicate at the invitation of the lead underwriter and engage on a passive basis. As described above, certain persons are registered representatives of Stonepeak Securities, which is registered with the SEC as a broker-dealer and is a member of FINRA. The registered representatives of Stonepeak Securities will provide broker-dealer services through Stonepeak Securities to Fund Client (or co-investor) portfolio companies in a manner consistent with the Adviser’s fiduciary duties. The relationship the Adviser has with Stonepeak Securities could give rise to a conflict of interest between the Adviser and a Fund Client that receives services from Stonepeak Securities or has an interest in any portfolio company with respect to which Stonepeak Securities provides services. In particular, the Adviser could have an incentive to seek to influence the decision by a portfolio company’s management to retain Stonepeak Securities, or to otherwise transact with Stonepeak Securities, instead of other unaffiliated broker-dealers or other service providers or counterparties that could be more appropriate, offer better terms or provide betterquality services. The Adviser could also have an incentive to structure portfolio company transactions, including related co-investment opportunities, so that they require the use of a brokerdealer (and consequently provide an opportunity for Stonepeak Securities to be retained by a portfolio company or acquisition). The Adviser generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Fund Client (or coinvestor) portfolio company and Stonepeak Securities are also reviewed with regard to the appropriateness of the transaction and any fiduciary obligations. Stonepeak Securities, by virtue of its affiliation, may have access to confidential and/or material non-public information regarding a Fund Client or its portfolio companies and, subject to applicable law, may use such information in connection with services provided thereby. Stonepeak Financial

In addition, Stonepeak Financial (or an affiliate thereof) provides certain capital markets and/or additional credit advisory functions, including but not limited to additional businesses to advise on the issuance of debt or equity and/or to participate in loan origination, syndication and/or servicing. Accordingly, any underwriting spreads or other fees of any kind with respect to any such activities, including spreads or fees (including advisory fees) from any portfolio company of a Fund Client or any other investment vehicle sponsored by a Stonepeak GP, the Adviser or their respective affiliates, will not be offset against the management fee of the applicable Fund Client even if paid by or on behalf of, or are otherwise derived from, portfolio companies. Stonepeak Capital Markets is expected to collect a variety of fees including the Stonepeak Capital Markets Fees described in Item 5. Stonepeak Capital Markets Fees will not be subject to any management fee offset and will not otherwise be shared with the Fund Clients. Certain registered representatives of Stonepeak Securities also are expected to be providing investment advisory services to Fund Clients, including with respect to Fund Client portfolio companies that receive services from Stonepeak Securities. These individuals are subject to the policies and procedures of Stonepeak Securities when engaging in securities-related transactional activities in addition to a Stonepeak Advisor’s policies and procedures. Stonepeak Capital Markets can be expected to receive a portion of the placement, arranging, or structuring fee that is otherwise payable to the entity leading a credit or equity transaction relating to a Fund Client or any of its related entities (including, without limitation, any holding vehicles or special purpose vehicles) or any of their respective activities. For example, such fees may be received in connection with the establishment of a subscription, net asset value or other form of credit facility of a Fund Client, any person through which a Fund Client invests or any of a Fund Client’s portfolio companies. Any such placement, arrangement or structuring fee would likely be determined based on negotiations between Stonepeak and such counterparty, which would be unaffiliated with Stonepeak, although the fee may be determined based on a different methodology determined by Stonepeak to be appropriate at the time (including in instances where Stonepeak Capital Markets provides different services than such entity). Stonepeak may from time to time receive additional fees that are otherwise payable to an arranging, structuring or similar party in connection with such transaction, whether payable in connection with the closing of such facility (e.g., arranger fees, unused fees, upfront fees, structuring fees and placement fees) or on an ongoing basis (e.g., administrative fees). The involvement of Stonepeak Capital Markets as a provider of debt financing in connection with the potential acquisition of investments by third parties from a Fund Client will give rise to potential or actual conflicts of interest, including the possibility of the Stonepeak GP being motivated to cause such Fund Client to agree to terms with a third party with respect to which Stonepeak Capital Markets is providing such debt financing on terms that are less favorable to the applicable Fund Client’s portfolio company and/or such Fund Client than might have been obtained from another third party that did not have access to such financing, which could adversely impact such Fund Client. Stonepeak Capital Markets may, from time to time, hold positions in instruments or securities and/or loans issued by portfolio companies of a Fund Client, including, for example, where Stonepeak Capital Markets commits to fund the shortfall amount, if any, resulting from the incomplete syndication of debt, including loans, or equity. Under such circumstances, Stonepeak Capital Markets may commit to provide capital support for the syndication on a short-term basis (i.e., to provide certainty there will be sufficient capital to complete the proposed transaction) or

fund a different instrument or security in the portfolio company of a Fund Client than that held by such Fund Client to facilitate the syndication. In either scenario, Stonepeak Capital Markets typically will sell its holdings prior to a Fund Client disposing of its respective investments in its portfolio company. Such scenarios could give rise to Stonepeak Capital Markets and a Fund Client holding interests in different levels of a portfolio company’s capital structure and the potential conflicts of interests associated therewith. See “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information. Where Stonepeak Capital Markets serves as underwriter with respect to securities of a Fund Client’s portfolio company, such Fund Client will generally be subject to a “lock-up” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This could prejudice such Fund Client’s ability to dispose of such securities at an opportune time and, in turn, adversely impact such Fund Client. In addition, in circumstances where a portfolio company of a Fund Client becomes distressed and the participants in an offering undertaken by such portfolio company may have a valid claim against the underwriter, such Fund Client would have a conflict in determining whether to sue Stonepeak Capital Markets. In circumstances where a non-affiliate broker-dealer has underwritten an offering, the issuer of which becomes distressed, a Fund Client will also have a conflict in determining whether to bring a claim on the basis of concerns regarding Stonepeak Capital Markets’ relationship with the broker-dealer. On the other hand, a conflict of interest also exists to the extent any person within Stonepeak Capital Markets may have a valid claim against a Fund Client’s portfolio company for indemnification relating to Stonepeak Capital Markets’ services. Stonepeak Capital Markets is expected to provide investment banking, advisory and other services to affiliated or unaffiliated corporations, financial sponsors, management or other third parties. Such services may relate to transactions that could give rise to investment opportunities that are suitable for a Fund Client. In such case, Stonepeak Capital Markets’ client would typically require Stonepeak Capital Markets to act exclusively on its behalf, thereby precluding such Fund Client from participating in such investment opportunities. Stonepeak Capital Markets would not be obligated to decline any such engagements in order to make an investment opportunity available to such Fund Client. The fees, commissions, upfront placement fees, interest payments and other compensation paid to Stonepeak Capital Markets are required to be on arms’ length terms under the LP Agreements of the Fund Clients. However, there may be significant challenges in establishing arms’ length terms. In connection with the foregoing, it may be challenging to benchmark placement and arranging services provided by Stonepeak Capital Markets against similar services provided by other investment banks, independent placement agents or other service providers, because, among other potential reasons, the services provided by such third parties are often bundled with other services which are not priced separately from one another. As a result, pricing information for the specific services provided by Stonepeak Capital Markets may be limited or may not be as practicable to obtain. In connection with the involvement of Stonepeak Capital Markets with a Fund Client or its portfolio company, it may be required to engage multiple parties alongside Stonepeak Capital Markets to provide the same bundle or level of services that a single third party would be able to provide, leading to less efficient or less effective services being provided by Stonepeak Capital Markets to such Fund Client or its portfolio company. In this case, the services provided by a third

party on a standalone basis may be more expensive given they would otherwise be provided as part of a package of other services. Moreover, the provision of such services by Stonepeak Capital Markets and any such methodology (including the choice thereof and any benchmarking, verification or other analysis related thereto) involves inherent conflicts. Subject to the terms of the LP Agreements, any amounts paid to Stonepeak Capital Markets for such services, as well as the expenses, charges and costs of any benchmarking, verification or other analysis related thereto, will be borne by the Fund Clients as partnership expenses, and will not result in any offset to the management fee. From time to time, Stonepeak Capital Markets may be engaged on a transaction during the course of execution to the extent Stonepeak Capital Markets or the investment / deal team determines that the transaction execution is not proceeding as planned or where market risk to the issuer is higher than initially expected. In such cases, the compensation payable to Stonepeak Capital Markets would be incremental to the fees previously agreed to by the applicable issuer. While the involvement by Stonepeak Capital Markets in such a case may curtail the potential increase of pricing payable by the issuer or other deterioration of terms affecting the transaction documentation, for example by avoiding the exercise by such underwriters of “market flex” rights, there can be no assurances that Stonepeak’s involvement will have such an effect. See Items 4 and 5 for additional information about Stonepeak Capital Markets. To the extent Stonepeak establishes additional affiliates dedicated to providing certain services, including in connection with investments made by Fund Clients, Stonepeak and/or such affiliate could also earn fees and other payments from the Fund Clients, portfolio companies and third parties that would have otherwise been paid to third parties. Any such fees and payments could be borne by Fund Clients in whole or in part, and, subject to the terms of the LP Agreements, will not be subject to the management fee offset provisions of any Fund Client. Other Activities and Relationships The partners or employees of the Adviser, SAH and the Stonepeak Advisors and their respective affiliates serve on the boards of directors of portfolio companies in which the Fund Clients invest. Serving in such capacity could give rise to conflicts to the extent that an employee’s fiduciary duties to a portfolio company as a director conflicts with the interest of the Fund Client. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that would be in the best interest of the portfolio company may not be in the best interests of the Fund Clients and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual’s duties as an officer or employee of Stonepeak and such individual’s duties as a director of the portfolio company. Conflicts can also arise in cases where a Fund Client makes an investment in a different class of securities relative to any other Fund Client that has an interest in the same portfolio company. See Item 11, “Overlapping Investments” below. Additional Potential Conflicts The officers, directors, members, managers, and employees of the Adviser, SAH and Stonepeak Advisors can trade in securities for their own accounts, subject to restrictions and reporting

requirements as required by law or otherwise determined from time to time by the Adviser, SAH and Stonepeak Advisors. To the extent officers, directors, members, managers, and employees of the Adviser, SAH, and Stonepeak Advisors invest in the same securities as a Fund Client (including with respect to co-investment opportunities), such transactions introduce a potential conflict of interest between the interests of such Fund Client and the interests of Stonepeak or its related persons. For example, a potential conflict of interest could arise in that the interested related person could benefit from such a purchase or sale of the applicable securities by such Fund Client.

Provisions that require all of our “access persons” as that term is defined by the SEC in Rule 204A-1, to report, and the Adviser’s Chief Compliance Officer to periodically review, their personal securities transactions and holdings;

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Provisions requiring supervised persons to report any violation of the Code of Conduct to our Chief Compliance Officer or their designee;

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Provisions requiring us to provide each of our supervised persons with a copy of the Code of Conduct and any amendments, and requiring all supervised persons to provide us with a written acknowledgement of their receipt thereof and an annual certification of compliance;

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Provisions to ensure compliance with “pay to play” prohibitions; and

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Provisions requiring access persons to obtain approval before directly or indirectly acquiring beneficial ownership in any security in an initial public offering or private placement.

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Stonepeak’s Code of Conduct also applies to SAH, the Stonepeak Advisors and the various GP affiliates. A copy of Stonepeak’s Code of Conduct will be provided to investors and prospective investors upon request.

Possession of Material, Non-Public Information and Other Trading Restrictions. By reason of their responsibilities in connection with other activities of Stonepeak, certain Stonepeak investment professionals may acquire confidential or material, non-public information concerning or related to an entity in which Fund Clients have invested, or propose to invest, and the possession of such information may limit the ability of the Adviser to buy or sell particular securities of such entity on behalf of Fund Clients, thereby limiting the investment opportunities or exit strategies available to the Fund Clients. In addition, holdings in the securities of an issuer by Stonepeak or its affiliates may affect the ability of Fund Clients to make certain acquisitions of or enter into

certain transactions with such issuer. Furthermore, Stonepeak has established policies and procedures to prevent the abuse of material non-public information (“MNPI”) which includes procedures for, among other things, the use and maintenance of restricted trading lists and restrictions on trading on material, non-public information, either personally or on behalf of clients. Conflicts of Interest. Fund Clients and their investors should be aware that there will be occasions when the Adviser, SAH and Stonepeak Advisors and their respective affiliates will encounter potential conflicts of interest in connection with a Fund Client’s activities, including certain conflicts of interest relating to the relationship between Stonepeak, on the one hand, and TIAA Advisor Investor, the SIH SPV and the Third Party Owners on the other hand. The following discussion enumerates certain potential conflicts of interest that should be carefully evaluated by Fund Clients and their investors. •

Stonepeak GP Capital Commitment. In addition to the Blue Owl investment and other third-party strategic investments described herein, it is expected that, from time to time, Stonepeak will use another third party and/or Fund Clients to fund a portion of the Stonepeak GP’s capital commitment to a Fund Client, whether in the form of equity, debt or some other combination thereof. For example, Stonepeak may finance, securitize or employ other structured finance arrangements with third parties in respect of Stonepeak balance sheet capital that is used to, among other things, fund the Stonepeak GP’s capital commitment to a Fund Client. Stonepeak and its personnel may also directly or indirectly sell down a portion of their interests in a Stonepeak GP’s capital commitment in connection with the admission of new persons (which may be third parties) to such Stonepeak GP. The interests of any such third party and/or other Fund Client in the applicable Fund Client will generally be held through the applicable Stonepeak GP or an affiliate thereof and, unless otherwise determined by the Stonepeak GP, will not be subject to management fees or carried interest and will not be permitted to vote on matters referred to the investors, but will count towards satisfaction of the Stonepeak GP’s capital commitment to a Fund Client. These arrangements could alter Stonepeak’s returns and risk exposure with respect to balance sheet capital as compared to its returns and risk exposure if Stonepeak held its interests in a Fund Client outside of such arrangements and could create incentives for Stonepeak to take actions in respect of such interests that it otherwise would not in the absence of such arrangements or otherwise alter its alignment with investors in a Fund Client.

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Allocation of Investments. To the extent an investment opportunity is appropriate for more than one Fund Client and/or any affiliate thereof (including, without limitation, the SIH SPV), such investment opportunity will be allocated between such Fund Clients and/or affiliates by the Stonepeak GPs on a basis that they believe in good faith to be fair and reasonable, taking into account, as applicable, the sourcing of the transaction, the nature of the investment focus of each such other vehicle, the relative amounts of capital available for investment, the terms of such Fund Clients’ and/or affiliates’ governing agreements (including, without limitation, their investment objectives and guidelines) and legal, tax, regulatory, accounting and other similar considerations deemed relevant by the Stonepeak GPs in good faith. Furthermore, with respect to each Stonepeak closed-end, blind-pool private equity fund, the applicable

Stonepeak GPs or their affiliates will not close on any Similar Fund until at least a certain percentage of the capital commitments have been invested, committed or reserved in investments, or until the end of the investment period. Any Similar Fund closed on or prior to the expiration of the investment period will invest in investments alongside the applicable Fund Client until the expiration of the investment period on the same terms and conditions in all material respects, with amounts for investment allocated between the applicable Fund Client and the Similar Fund on a basis that the Stonepeak GPs believe in good faith to be fair and reasonable, unless (i) the advisory committee of the applicable Fund Client consents, (ii) the investment by the applicable Fund Client is legally or contractually prohibited or (iii) as a result of the application of any law, regulation or governmental order, the investment could have a material adverse effect on the applicable Fund Client, the Stonepeak GPs or any of their affiliates. In addition, there is some overlap in the investment types permitted by the various Fund Clients. If the investment committee of more than one Fund Client approves a potential investment, Stonepeak will allocate the investment opportunity in accordance with its allocation policy and procedures. Some Fund Clients have a firstlook presumption for investments that fit certain criteria (e.g., relating to a specific geographic area or asset class) as compared to other Fund Clients. As such, circumstances often arise where a Fund Client is not allocated, either in whole or in part, an investment opportunity that fits within its investment mandate due to the fact that a different Fund Client has a first-look presumption with respect that investment opportunity. However, Stonepeak retains discretion to allocate any investment opportunity for which one Fund Client has a first-look presumption to another Fund Client if Stonepeak determines that such allocation is fair and reasonable in accordance with its allocation policy and applicable Fund Client governing documents. Stonepeak has established Stonepeak-Plus Infrastructure and expects to establish other Stonepeak Multi-Strategy Vehicles (as defined below), which will invest in and alongside other Fund Clients. Subject to the governing agreements of a Fund Client as applicable, Stonepeak expects, consistent with its allocation policy and procedures, to allocate investment opportunities to any such Stonepeak Multi-Strategy Vehicle which would have otherwise been allocated to other Fund Clients and/or their limited partners, and as a result, the investment opportunities that are available to such other Fund Clients and/or limited partners may become limited. Conversely, the application of the allocation policy could result in a Stonepeak Multi-Strategy Vehicle not participating, or not participating to the same extent, in investment opportunities in which it would have otherwise participated, or participated to a greater extent, had the related allocations been determined without regard to such guidelines. Prospective investors should also note that to the extent Stonepeak and its affiliates expect to form a fund or other entity that is initially funded in whole or in part from the Stonepeak balance sheet (a “Seed Fund”), Stonepeak may determine to treat such Seed Fund as a “Fund Client” for all or any purposes of allocation of investment opportunities so long as Stonepeak intends or projects that one or more third party investors will be admitted to such Seed Fund at a later date. The allocation of any such investment opportunities to the Seed Fund (which may be on a case/case or programmatic basis) does not preclude or otherwise limit a Stonepeak GP and its

affiliates from exercising their side-by-side co-investment rights, and could result in a Stonepeak GP and its affiliates being allocated a greater amount of one or more investment opportunities than would otherwise be permissible solely pursuant to the side-by-side program, notwithstanding that no third-party investor has actually been admitted to the Seed Fund at the time of any such allocation (and may ultimately never be admitted). It should also be noted that to the extent a Stonepeak GP and its affiliates transfer or contribute all or any portion of their investments that are held, in whole or in part, on the Stonepeak balance sheet to a Seed Fund or a Fund Client that includes (or is expected to include) third-party investors, there will be no requirement for preapproval or consent required from the investors of a Fund Client, notwithstanding that the Stonepeak GP and its affiliates are disposing of their interests in the investment in advance of such Fund Client. See “Item 6 – Performance-Based Fees and Side-by-Side Management” for more information. •

Multiple Business Lines. Stonepeak has multiple business lines, including Stonepeak Capital Markets, which Stonepeak, the Fund Clients, portfolio companies of the Fund Clients and third parties will, in certain circumstances, engage for debt and equity financings and to provide other investment banking, brokerage, investment advisory or other services. As a result of these activities, Stonepeak is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. For example, from time to time, Stonepeak could come into possession of information that limits a Fund Client’s ability to engage in potential transactions. Similarly, other Stonepeak businesses and their personnel could be prohibited by law or contract from sharing information with a Stonepeak GP, the Stonepeak Advisor and / or their affiliates that would be relevant to investment decisions made in respect of a Fund Client, monitoring a Fund Client’s investments and other activities relating to a Fund Client. Additionally, Stonepeak or Fund Clients can be expected to enter into covenants that restrict or otherwise limit the ability of Fund Clients or their portfolio companies and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, a Fund Client could have granted exclusivity to a joint venture partner that limits other Fund Clients from owning assets within a certain distance of any of the joint venture’s assets, or Stonepeak or a Fund Client could have entered into a non-compete in connection with a sale or other transaction or agreed to other restrictions that could impact other Fund Clients’ ability to consummate investments. These types of restrictions may negatively impact the ability of the Fund Clients to implement their investment programs. (See “—Allocation of Investments” herein.) Finally, Stonepeak personnel who are members of the investment team or investment committee may be excluded from participating in certain investment decisions due to conflicts involving other Stonepeak businesses or for other reasons, including other personal or business activities, in which case the Fund Client will not benefit from their experience or input. The Fund Clients will not receive a benefit from any fees earned by Stonepeak or its personnel from these other businesses.

Stonepeak is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Fund Clients. Stonepeak has longterm relationships with a significant number of corporations and their senior management. The Stonepeak GP, or the Stonepeak Advisor and / or its affiliates will consider those relationships (including any incentives or disincentives as part of such relationship) when evaluating an investment opportunity, which may result in the Stonepeak GP and / or the Stonepeak Advisor choosing not to make such an investment due to such relationships (e.g., investments in a competitor of a Fund Client or other person with whom Stonepeak has a relationship). The Fund Client could be required to sell or hold existing investments as a result of investment banking relationships or other relationships that Stonepeak may have or transactions or investments that Stonepeak may make or has made. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Stonepeak will be made available to the Fund Clients. A Fund Client may also co-invest with other Fund Clients or other persons with whom Stonepeak has a relationship in particular investment opportunities, and other aspects of these Stonepeak relationships could influence the decisions made by such Stonepeak GP, the Stonepeak Advisor and / or its affiliates with respect to such Fund Client’s investments and otherwise result in a conflict. (See also “—Allocation of Investments” herein.) •

Co-Investments. Stonepeak regularly offers investors and other third parties the opportunity to co-invest in particular investments alongside the Fund Clients. Subject to the terms of the governing documents of the Fund Clients and Stonepeak’s allocation policy, co-investment opportunities offered to investors will be allocated as determined by the Stonepeak GPs in their discretion, and there is no guarantee for any investor that it will be offered co-investment opportunities. As a general matter, the Stonepeak GPs, in determining the allocation of co-investment opportunities, generally expect to take into account various facts and circumstances deemed relevant by the Stonepeak GPs, including among others, whether a potential co-investor has expressed interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in co-investment opportunities with Stonepeak, the size of the potential co-investor’s interest to be held in the underlying portfolio company as a result of the applicable Fund Client’s investment (which is likely to be based on the size of the potential investor’s capital commitment and/or investment in the applicable Fund Client), whether the potential co-investor has demonstrated a long-term or continuing commitment to the potential success of Stonepeak, the applicable Fund Client, or other co-investment and/or other Fund Clients, the timing of the co-investment opportunity, the ability of a potential co-investor to hold investments for longer periods of time, and such other factors that Stonepeak deems relevant under the circumstances. The terms and conditions of any co-investment opportunities will generally be negotiated by the Stonepeak GPs and the potential co-investor on a case-by-case basis. The allocation of co-investment opportunities may involve a benefit to Stonepeak including, without limitation, fees or carried interest from the co-investment opportunity, and capital commitments to the Fund Clients, and such co-investment fees could create an incentive for the Stonepeak GPs to pursue an investment and structure the terms of the Fund Clients’ investment differently than it otherwise would in the absence of such coinvestment fees. Stonepeak also expects to offer certain potential co-investors the

opportunity to co-invest on more favorable terms in exchange for their participation in, or their commitment to participate in, other Fund Clients and/or affiliates thereof. Coinvestment fees realized by Stonepeak and the costs that the co-investor bears, including the extent to which a co-investor would share in any broken-deal costs, are negotiated by Stonepeak on a case-by-case basis. This typically results in the Fund Clients bearing all such broken-deal costs. •

Syndication Fees. Subject to the terms of the relevant LP Agreement, Stonepeak GPs and its affiliates have the right to commit to or initially acquire a portion of an investment alongside a Fund Client if Stonepeak intends to syndicate such amounts to co-investors and other potential purchasers (which may include one or more limited partners in such Fund Client, other Fund Clients and/or third parties). The equity committed / used in any such underwriting by any Stonepeak GP and its affiliates may come from Stonepeak’s own balance sheet and / or from one or more third parties that enter into arrangements with Stonepeak with respect thereto and may come from another Fund Client. In such circumstances, Stonepeak will have the right to (and can be expected to) earn underwriting, commitment, guarantee, syndication, holding and / or other fees from a Fund Client, the portfolio company, or the purchasers of such equity, regardless of whether such equity was the subject of a commitment or actually deployed into the investment, and such Fund Client and its limited partners will not be entitled to share in or receive the benefit of any such fees. As a result, Stonepeak and its affiliates will be incentivized to underwrite, commit and / or syndicate amounts of equity in investments, and provide credit support with respect to investments, due to the right to earn fees not subject to offset in favor of the limited partners of a Fund Client, even if the capital used to underwrite or provide credit support for such amounts does not come entirely from Stonepeak’s own balance sheet. Moreover, it can be expected that Stonepeak will charge such underwriting, commitment, guarantee, syndication, holding and / or additional fees, notwithstanding that Stonepeak does not typically charge such fees (or any “ticking fees” or “additional amounts” on equity) to co-investors in similar circumstances where a Fund Client initially underwrites or funds a portion of an investment that is subsequently syndicated. Despite this difference, neither the Fund Clients nor the limited partners thereof will be entitled to share in or receive the benefit of any such fees.

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Stonepeak Multi-Strategy Vehicles. Stonepeak has established Stonepeak-Plus Infrastructure and intends to establish one or more investment vehicles, funds and accounts that invest in multiple investment strategies engaged in by Stonepeak (the “Stonepeak Multi-Strategy Vehicles”) that are, among other things, designed to provide investors with exposure to a broad mix of Stonepeak’s key investment programs (e.g., infrastructure, real estate and credit). Any such Stonepeak Multi-Strategy Vehicle will seek to invest substantially all of its assets in investments in which Fund Clients, vehicles and/or accounts participate. The overlapping objectives of the Stonepeak Multi-Strategy Vehicles and Fund Clients may also give rise to conflicts of interest relating to the allocation of investment opportunities, which Stonepeak will seek to resolve in a fair and equitable manner although there is no assurance that Stonepeak will be able to do so. Where a Stonepeak Multi-Strategy Vehicle has interests or requirements that do not align with those of the relevant Fund Client, including in

particular differing liquidity needs, desired investment horizons or regulatory restrictions, conflicts are expected to arise with respect to the manner in which voting or governance rights with respect to the aggregator entity (or similar entity) are exercised, resulting in an adverse impact on the Fund Clients, including in disposing of such investment alongside the Fund Clients at different times or on different terms and conditions as the Fund Clients’ disposition of such investment in light of the 1940 Act or other applicable legal, tax, accounting, regulatory or other considerations. In connection with the above, any Stonepeak Multi-Strategy Vehicle can be expected to invest generally alongside Fund Clients in a programmatic or otherwise formulaic manner (e.g., based on the relative available capital of such Stonepeak Multi-Strategy Vehicle and the Fund Clients), and any such methodology will be subject to adjustment on both a case-by-case and general basis from time to time. For the avoidance of doubt, any such programmatic or formulaic allocation as between a Fund Client and any Stonepeak Multi-Strategy Vehicle (e.g., allocating a fixed or variable percentage of each investment opportunity that falls within a Fund Client’s investment objective on a temporary or permanent basis) shall be deemed to have been allocated in good faith and on a fair and reasonable basis for purposes of the governing documents of such Fund Client and Stonepeak’s allocation policy, and shall not require the relevant Stonepeak GP to make a case-by-case determination with respect to each investment opportunity that falls within such Fund Client’s investment objective. It can be difficult to predict the amount of capital that any such Stonepeak Multi-Strategy Vehicle will raise or the amount of capital that will be available for such Stonepeak Multi-Strategy Vehicle to invest in opportunities in which a Fund Client will participate, each of which will affect, potentially materially, the allocation of an investment opportunity between such Stonepeak Multi-Strategy Vehicle and the Fund Clients. Furthermore, a Stonepeak Multi-Strategy Vehicle with investment objectives that overlap with those of a Fund Client (to varying degrees) may also be allocated a portion of certain investment opportunities alongside such Fund Client on a case-by-case basis. Such vehicles may also be allocated co-investment opportunities alongside a Fund Client (in a programmatic or formulaic manner and/or on a case-by-case basis). Any such Stonepeak Multi-Strategy Vehicle may grow significantly in size over time, and such vehicles may be allocated a portion of a significant number of investment opportunities otherwise available to a Fund Client. Therefore, to the extent one or more Stonepeak Multi-Strategy Vehicles are formed and are actively investing alongside a Fund Client in some or all of the investment opportunities pursued by the Fund Client, such Fund Client can be expected to receive a lower allocation of investment opportunities than otherwise would be the case. Furthermore, it can be expected that from time to time Fund Clients will syndicate all or any portion of an investment to a Stonepeak MultiStrategy Vehicle in a manner similar to a co-investment vehicle or that participates as a co-investor in a co-investment vehicle. Any such syndication will not require the approval of such Fund Client’s limited partner advisory committee and/or such Fund Client’s limited partners. See above with respect to certain factors Stonepeak may consider with respect to any allocation determinations, and “Co-Investments” above with respect to considerations regarding the allocation of co-investment opportunities. Stonepeak will generally determine whether to allocate an investment opportunity to a Stonepeak Multi-Strategy Vehicle on or around the same time that such determination

is made with respect to a Fund Client. However, at times, Stonepeak will not be able to finalize the amount allocated to such Stonepeak Multi-Strategy Vehicle until a later date, which may be after the signing or closing of such investment. In such event, to the extent an investment opportunity breaks before the Stonepeak Multi-Strategy Vehicle’s allocated amount has been finalized, Stonepeak will allocate broken deal expenses with respect to such investment opportunity in good faith and on a fair and reasonable basis, based on an estimated allocation. To the extent the assumptions made with regard to such estimates are incorrect, this could result in one or more Fund Clients bearing a disproportionate amount of such expenses. Further, any such allocation methodology involves inherent conflicts and may not generally result in perfect attribution and allocation of expenses. Notwithstanding the above, to the extent Stonepeak has not determined whether to allocate an investment opportunity to a Stonepeak Multi-Strategy Vehicle at the time a deal breaks, the Fund Clients that have been allocated such investment opportunity are expected to bear all of the broken deal expenses, notwithstanding that a portion of such investment may have been later allocated to a Stonepeak Multi-Strategy Vehicle. Furthermore, it can be expected that a Stonepeak Multi-Strategy Vehicle will be allocated certain co-investment opportunities (or a portion thereof) that would have otherwise been allocated to a Fund Client’s limited partners. As a result, the number and/or amount of co-investment opportunities offered to such limited partners, and the number of co-investors participating in each co-investment opportunity, is expected to be lower than otherwise would be the case. To address legal, tax, regulatory and other considerations applicable to co-investors that arise when there are fewer co-investors, Stonepeak may determine to structure the investment in a manner that results in the Fund Clients bearing incremental expenses, which expenses may be material. •

Stonepeak-Plus Infrastructure. Stonepeak-Plus Infrastructure will invest in and/or alongside other Fund Clients. Conflicts of interest may arise in respect of Stonepeak’s, or its affiliates’, management of Stonepeak-Plus Infrastructure and Stonepeak’s or its affiliates’ management of the relevant Fund Client in which Stonepeak-Plus Infrastructure invests, as the case may be. While Stonepeak is required to act in the best interest of Stonepeak-Plus Infrastructure, it is also (to the extent Stonepeak-Plus Infrastructure has invested in a Fund Client) required to act in the best interest of the relevant Fund Client as a whole, in which Stonepeak-Plus Infrastructure is expected to be a passive, minority investor. While limited partners of Fund Clients will generally be expected to have certain consent and/or voting rights based on their respective commitment amounts to the Fund Client, Stonepeak-Plus Infrastructure, as a limited partner in the Fund Client in which it invests, could be considered a related-party and could therefore not be afforded the benefit of any such voting and/or consent rights. To the extent that Stonepeak-Plus Infrastructure does secure the benefit of any voting or consent rights with respect to a Fund Client, then any such voting or consent rights will be exercised by the general partner of Stonepeak-Plus Infrastructure on behalf of Stonepeak-Plus Infrastructure at its discretion, and the general partner of StonepeakPlus Infrastructure will not be required to seek any input or direction from StonepeakPlus Infrastructure investors as to how to exercise such consent or voting rights.

Conflicts of interest could be expected to arise in connection with the exercise of any such voting or consent rights. In addition, conflicts can be expected to arise with respect to the allocation of investment opportunities among Stonepeak-Plus Infrastructure and Fund Clients. Subscriptions for interests in the Fund Clients will generally be made during the fundraising period for such Fund Client and the general partner of Stonepeak-Plus Infrastructure and its affiliates (including Stonepeak) have an interest in ensuring that any targets or so-called ‘hard-caps’ that are set for the maximum amounts to be raised for the Fund Client are achieved. As a result, the general partner of Stonepeak-Plus Infrastructure and its affiliates (including Stonepeak) will have an incentive to subscribe (or recommend subscriptions) for commitments to those Fund Clients that are at risk of not reaching any such target or ‘hard-cap’ (which could be for a variety of reasons that are not necessarily within their control), which could result in increased subscriptions to such Fund Clients and correspondingly less to other Fund Clients. Conversely, circumstances may arise where a relevant Fund Client to which StonepeakPlus Infrastructure wishes to commit is ‘oversubscribed’, meaning that the amounts prospective investors would ideally like to commit to the relevant Fund Clients cannot be accepted in full. This may result in the relevant Stonepeak GP adopting a program of scale-backs, whereby such Fund Client accepts less than the full desired commitment of prospective investors (including Stonepeak-Plus Infrastructure), or decides not to accept an offered commitment at all. To the extent that any scale-backs are imposed, such scale-backs may be imposed in such manner and according to such criteria as the Stonepeak GP determines to be appropriate in its discretion. In this regard, it should be noted that such scale-backs may not necessarily be implemented on a pro-rata basis across all prospective investors, but on a selective basis, and therefore Stonepeak-Plus Infrastructure may suffer disproportionate scale-backs as compared with other prospective investors. As a result, Stonepeak-Plus Infrastructure could miss out on investing in high-performing Fund Clients to the full extent desired, or may not be able to participate at all, which would adversely affect the returns generated by such Fund Client. •

Performance Allocation. The existence of the Stonepeak GPs’ Carry in certain of the Fund Clients creates an incentive for the Adviser, SAH and Stonepeak Advisors to propose, or the Stonepeak GPs to make, more speculative investments on behalf of those Fund Clients than it would otherwise make in the absence of such performancebased compensation. In addition, if an investment is suitable for a Fund Client that generates Carry and a Fund Client that does not, then the Stonepeak GPs have an incentive to allocate such investment to the Fund Client that generates Carry. The Adviser’s policies prohibit the allocation of investment opportunities based solely on anticipated compensation or profits to the Adviser or any of its affiliates or professionals, and require the review and approval of the relevant investment committees (comprising senior Stonepeak personnel) for allocations of opportunities that may be appropriate for multiple Fund Clients. See “Item 6 – Performance-Based Fees and Side-by-Side Management” for more information.

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Management Fee. The manner in which management fees are calculated and paid, including in case of certain Fund Clients, how such fees are based on (a) capital contributions or invested capital, (b) the fair market value of all unrealized investments or (c) the aggregate net asset value attributable to a Fund Client or a class of investors rather than capital commitments after the end of such Fund Client’s investment period, could, under certain circumstances, give Stonepeak an incentive to (i) defer realization of investments, (ii) make more speculative investments if such realization would result in a realized loss than it otherwise would have made if management fees were based on capital commitments, (iii) seek to deploy the capital commitments (and borrowings and guarantees secured by capital commitments) in investments at an accelerated pace, (iv) accelerate acquisitions in order to increase fair market value, (v) hold investments longer and/or determine valuations that are higher than the actual fair value of investments than they otherwise would have if management fees were based on capital commitments, (vi) dispose of investments at an accelerated pace, (vii) allocate an expense to a particular investment and/or (viii) charge and capitalize fees and expenses into the overall cost of an investment, in each case in order to maximize the management fees it receives and/or accelerate the timing of its receipt of management fees. To the extent there is insufficient cash available to pay management fees or, in certain instances, carried interest or other performance allocation, Stonepeak will also be incentivized to sell investments for the purpose of generating such cash. Management fees for certain Fund Clients are calculated based on a percentage of a limited partner’s capital contributions with respect to investments that have not been disposed of (i.e., the sale, exchange, redemption, maturity, refinancing, restructuring, repayment, repurchase or other disposition by the applicable Fund Client of all or any portion of an investment or as provided under the applicable Fund Client LP Agreement). A disposition of an investment may include an investment whose fair market value has been reduced to zero (which determination generally remains in the sole discretion of Stonepeak). As a result, the amount of the management fees for such Fund Clients generally will not correspond with fluctuations in a Fund Client’s net asset value, including following the investment period of a Fund Client, and will not be reduced in connection with any write-downs, except in the case of investments written off (i.e., the fair market value of the investment (as a whole) has been reduced to zero). Accordingly, there may be circumstances where an investment has little or no fair market value and it has not been fully realized or disposed of, for example in the event that a Fund Client is seeking to transfer its residual ownership of an investment to a counterparty and in such cases, Stonepeak will continue to collect management fees based on the full amount of capital deployed in that investment, including through the term of such Fund Client. Accordingly, Stonepeak may be incentivized to defer the realization of such investments, in each case, for longer than it otherwise would have if management fees were based solely on capital commitments. Further, under the LP Agreements of the Fund Clients, each separate underlying investment, security, development project or asset, including those held and/or managed within a single holding company and/or platform (such as those managed by a single management team) may not be treated as a separate investment, including for purposes of calculating the management fee as determined by the relevant Stonepeak

GP. Accordingly, if the Stonepeak GP determines not to “look through” a holding company, platform or other entity, it is possible that one or more underlying investments, securities, development projects or assets held by such holding company, platform or entity may be written-off notwithstanding that the investment in such holding company, platform or entity (as a whole) has not been written-off and, as such, the limited partners will continue to pay management fees with respect to such investment (as a whole), including the written-off portions. To the extent that any such fees and/or expenses are subject to any offset against the management fee otherwise to be borne by Fund Client investors, the benefit of any such offset would be reduced because such fees and/or expenses would increase the base on which the management fee is calculated. To the extent that any such fees and/or expenses (e.g., transaction fees paid to Stonepeak) are not fully subject to such offset and are paid to Stonepeak or its affiliates, the lack of a full offset would give Stonepeak an additional incentive to have a Fund Client or portfolio company bear such fees and/or expenses. Moreover, with respect to any Fund Clients whose management fees are based on capital contributions, the calculation of the management fees will include any capitalized deal-specific expenses incurred in connection with unrealized investments irrespective of whether such expenses are paid by a Fund Client (or any special purpose vehicle or holding vehicle through which it invests) or the portfolio company itself. Acquisition costs for unrealized investments will include, and the management fees will accrue on, costs for investments that are capitalized into the overall cost of the investment consistent with U.S. GAAP whether such costs are paid to Stonepeak or its affiliates or to a third party, including, without limitation, any legal fees and expenses, transaction fees, commitment fees, operating partner and senior advisor fees and expenses, co-underwriting and co-invest organizational expenses, actual and estimated third-party diligence expenses, borrowing and other financing fees and expenses (including interest expenses), as well as amounts that are otherwise eligible to be treated as fund or partnership expenses under the relevant LP Agreement of a Fund Client rather than as capital contributions for the making of investments. Determinations as to whether a particular expense item is deal-specific and can therefore be capitalized into the overall cost of the investment could involve subjective judgments and conflicts of interest, and these determinations generally remain in the sole discretion of Stonepeak. •

Other Fees. Stonepeak, SAH and Stonepeak Advisors regularly receive (or, in the case of the SIH SPV, may receive) (i) acquisition fees for investments, (ii) fees for asset management services, and (iii) fees for advisory and/or transaction services provided to companies in which the Fund Clients have an interest including fees for capital markets and related services. Additionally, Stonepeak, SAH and Stonepeak Advisors regularly receive (or, in the case of the SIH SPV, may receive) fees relating to the Fund Clients’ investments or from unconsummated transactions (i.e., break-up and topping fees, director fees and organization, financing, divestment, and other similar fees). In certain limited circumstances, such activities will be carried out by Stonepeak Capital Markets and fees payable by the Fund Clients’ portfolio companies or co-investors will be paid to Stonepeak Capital Markets. Fund Clients and their limited partners will not receive the benefit of any fees relating to the Fund Clients’ investments or paid by

portfolio companies except to the extent they are offset by reduced management fees in accordance with the Fund Clients’ relevant governing documents. However, see “Stonepeak Capital Markets Services” above. As a result, Stonepeak will be incentivized to offer as co-investments amounts that would otherwise be invested by a Fund Client because doing so may result in the receipt of a transaction fee to Stonepeak that is not subject to the management fee offset provisions of the applicable LP Agreements. For greater certainty, Stonepeak, SAH and Stonepeak Advisors engages and retains strategic advisors, Consultants, and other similar professionals who are not employees or affiliates of Stonepeak, SAH and Stonepeak Advisors and who will, from time to time, receive payments from, or allocations with respect to, portfolio companies. To the extent Stonepeak charges transaction fees borne by investors, (x) a Fund Client’s share of any such transaction fees, subject to the organizational documents of such Fund Client, offsets the management fee paid by such investors and (y) often times such transaction fees will (in the aggregate) be calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of invested capital and debt assumed or financed by such Fund Client and any other Fund Clients participating in the transaction and / or the portfolio company and its subsidiaries and affiliates, or, will be calculated as a percentage of invested capital with respect to such investment. The economic value of offsetting management fees by transaction fee amounts is reduced by the inclusion of capitalized transaction fees in the calculation of the management fee following the management fee reduction date. Although such transaction fees will be borne by certain Fund Clients, such fees may not be borne (or may be borne at discounted rates) by other Fund Clients and by members of the applicable portfolio company’s management team, coinvestors, consortium investors, operating partners and / or senior advisors that directly or indirectly participate in such investment. It can also be expected that certain direct and indirect co-investors, co-underwriters and consortium members will receive an offset of all or a portion of the transaction fee and, because such co-investors, counderwriters and consortium members generally do not pay a management fee or pay a management fee at a discounted rate, will receive a rebate or repayment of their share of the transaction fee or will receive an offset of management fees payable in other Fund Clients equal to their share of the transaction fee. Such discounts, offsets or rebates will not extend to the benefit of the limited partners of any other Fund Client, which will bear an effectively higher transaction fee as a result. See Item 5—“Fees and Compensation” for additional information. The Stonepeak GPs are expected from time to time to agree that certain co-investors can bear their pro rata share of the transaction fee through distributions rather than funding their pro rata share of the transaction fee upfront. Although the co-investors are still required to bear their pro rata share of the transaction fee through this arrangement, the payment of the transaction fee is deferred until a later date, which gives the co-investor greater exposure to the investment as compared to other investors that are required to bear the transaction fee upfront. Moreover, to the extent there are insufficient distributions from the investment to pay such transaction fee, the coinvestor’s pro rata share of the transaction fee will be reduced by the amount of the shortfall.

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Allocation of Expenses. From time to time, Stonepeak will be required to decide whether costs and expenses are to be borne by a Fund Client, on the one hand, or such Stonepeak GP and/or Stonepeak Advisor, on the other, and/or whether certain costs and expenses should be allocated between or among a Fund Client, on the one hand, and other Fund Clients, on the other hand. Certain expenses may be suitable for only a Fund Client, a particular parallel vehicle or another participating Fund Client, or specific types or categories of investors in any of the foregoing vehicles. For example, expenses attributable to specific structures or vehicles through which one or more investors participate in the investment program of a Fund Client or utilized to facilitate participating in a Fund Client and certain reporting or other obligations and/or expenses of such Fund Client as a result thereof may be allocated specifically to such vehicles and/or certain investors therein and therefore borne only by such vehicles and/or investors. Additionally, in the event that any investor does not fund all or any portion of a capital call when due and a Fund Client borrows to fund such investor’s portion of such payment obligation, any fees, costs, and expenses (including interest expense) incurred by such Fund Client or the Stonepeak GP in connection with such borrowing may be charged solely to such investor if determined by such Stonepeak GP. Alternatively, as is more often the case, expenses may generally be allocated pro rata among each participating Fund Client and each participating vehicle or fund and participating investors even if such expenses relate only to particular vehicle(s) and/or investor(s) therein. Stonepeak will make such allocation judgments in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. There can be no assurance that a different manner of allocation would not result in a Fund Client bearing less (or more) expenses. The Stonepeak GPs may also agree with certain limited partners to reimburse certain expenses incurred by such limited partner(s) attributable to specific structures and / or vehicles through which such limited partner(s) participate in the investment program.

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Side Letter Agreements. Stonepeak has entered into side letter agreements with certain investors that provide such investors with additional or differential rights, including but not limited to excuse rights applicable to particular investments (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to such investments), information rights, waiver of certain confidentiality obligations and withdrawal or transfer rights.

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Secondments and Internships. Certain personnel of Stonepeak, including Consultants, will be seconded to one or more portfolio companies or limited partners of the Fund Clients to provide finance, accounting, operational support, data management and other similar services, including for sourcing of investments for a Fund Client or other parties. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment could be borne (in whole or in part) by Stonepeak or the organization for which the personnel are working or both. In addition, personnel (and related family members) of portfolio companies and limited partners of the Fund Clients may be seconded, or serve internships at or otherwise provide consulting services to, Stonepeak, the Fund Clients and portfolio companies of the Fund Clients. While often the Fund Clients and their portfolio companies are the

beneficiaries of these types of arrangements, Stonepeak is from time to time a beneficiary of these arrangements as well, including in circumstances where the vendor, personnel or service provider also provides services to one or more Fund Clients in the ordinary course. The relevant Stonepeak GP or the Stonepeak Advisor or the portfolio company may or may not pay salary or cover expenses associated with such secondees and interns, and if a portfolio company does not pay the cost it will be borne directly or indirectly by the relevant Fund Client. Stonepeak, the Fund Clients or their respective portfolio companies could receive benefits from these arrangements at no cost, or alternatively could pay all or a portion of the fees, compensation or other expenses in respect of these arrangements and if a portfolio company of a Fund Client pays the costs or Stonepeak seeks reimbursement from such Fund Client, or its respective portfolio company(ies) for such secondment costs, all or a portion of such costs would be borne directly or indirectly by such Fund Client. To the extent such fees, compensation or other expenses (including, without limitation, in respect of the services described in the first sentence of this paragraph) are borne by a Fund Client, including indirectly through its portfolio companies or reimbursement of Stonepeak for such cost, the management fee will not be offset or reduced as a result of these secondments or internships or any fees, expense reimbursements or other costs related thereto. The personnel described above may provide services in respect of multiple matters, including in respect of matters related to Stonepeak, its affiliates and related parties, and any costs of such personnel may be allocated accordingly. Stonepeak will endeavor in good faith to allocate the costs of these arrangements, if any, to Stonepeak, the Fund Clients, portfolio companies and other parties based on time spent by the personnel or another methodology Stonepeak deems appropriate in a particular circumstance. •

Portfolio Company Relationships. The Fund Clients’ portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other investment funds managed by Stonepeak, SAH and Stonepeak Advisors or other Stonepeak affiliates that, although Stonepeak determines to be consistent with the requirements of such Fund Clients’ governing agreements, might not have otherwise been entered into but for the affiliation with Stonepeak, SAH and Stonepeak Advisors, and which may involve fees and/or servicing payments to Stonepeak-affiliated entities which are not subject to the management fee offset provisions. For example, Stonepeak, SAH and Stonepeak Advisors may cause portfolio companies to enter into agreements regarding group procurement (such as a Group Purchasing Organization), benefits management, and other similar operational initiatives that may result in commissions or similar payments, including related to a portion of the savings achieved by the portfolio company. Stonepeak, including through its operating team and/or capital markets team, has in the past, and is expected in the future to, recommend or make referrals to or introduce, portfolio companies of Fund Clients (and/or service providers to Fund Clients) to portfolio companies of other Fund Clients, and/or may recommend, refer or introduce existing portfolio companies of a Fund Client that are already engaged in business transactions with each other to improve, deepen and/or alter the terms of the business relationship between these portfolio companies. Additionally, Stonepeak may recommend or make referrals to companies which may later on become portfolio companies of a Fund Client and/or

companies that were formerly portfolio companies of a Fund Client where members of Stonepeak continue to participate in or otherwise have influence over the management of such former portfolio companies. Stonepeak may engage in such recommendations, references and/or referrals in order to achieve various goals, including, but not limited to, efforts to increase revenue per customer of such companies (e.g. through “crosssell” and “up-sell” arrangements), efforts to increase revenue growth of such companies and efforts to increase the customer base and/or revenues of such companies, and, in turn, increase the value of such Fund Client’s investment and, in addition, Stonepeak’s investment in such companies through its Fund Clients. Likewise, such referrals or introductions may result in other financial benefits such as collaboration between the companies involved. In the event a portfolio company of a Fund Client is introduced to, or asked to use the products or services of one or more portfolio companies of another Fund Client, or otherwise transacts with any such other portfolio company, Stonepeak would have a financial interest in both sides of this transaction. This represents a conflict of interest and there may be transactions of this type that occur that are thus not at arm’s length and which could either benefit or harm a Fund Client while in either case benefiting Stonepeak and other Fund Clients. Separately, it is also possible that a portfolio company of a Fund Client could receive and/or use the data of, or share data with, portfolio companies of other Fund Clients. In addition, portfolio companies and Stonepeak could also establish other investment products, vehicles and platforms focusing on specific asset classes or industry sectors that fall within the Fund Clients’ investment strategies, which may compete with such Fund Clients for investment opportunities, it being understood that such arrangements may give rise to conflicts of interest that may not necessarily be resolved in favor of the Fund Clients. •

Portfolio Company Service Providers and Vendors. Each Fund Client and/or its portfolio companies may engage other portfolio companies of such Fund Client and/or other Fund Clients and/or the SIH SPV to provide some or all of the following services: (a) corporate support services (including, without limitation, accounting/audit, account management, corporate secretarial services, data management, directorship services, finance/budget, human resources, information technology, judicial processes, legal, operational coordination (i.e., coordination with JV partners, property managers), risk management, tax and treasury); (b) loan management (including, without limitation, monitoring, restructuring and work-out of performing, sub-performing and nonperforming loans, administrative services, and cash management); (c) management services (i.e., management by a portfolio company, Stonepeak affiliate or third party (e.g., a third party manager) of operational services); (d) operational services (i.e., general management of day to day operations, including, without limitation, construction management, leasing services, project management and property management); and (e) transaction support services (including, without limitation, managing relationships with brokers and other potential sources of investments, identifying potential investments, coordinating with investors, assembling relevant information, conducting financial and market analyses, coordinating closing/postclosing procedures for acquisitions, dispositions and other transactions, coordination of design and development works, overseeing brokers, lawyers, accountants and other advisors, assistance with due diligence, preparation of project feasibilities, site visits,

and specification of technical analysis and review of (i) design and structural work, (ii) architectural, façade and external finishes, (iii) certifications, (iv) operations and maintenance manuals and (v) statutory documents). Some of the services performed by such other Stonepeak-affiliated portfolio company service providers could also be performed by Stonepeak from time to time and vice versa. Fees paid by a Fund Client or its portfolio companies to or other value created in such other Stonepeak-affiliated portfolio company service providers (if any) do not offset or reduce the management fee payable by the limited partners of any Fund Client and are not otherwise shared with the Fund Clients, unless otherwise required by the applicable LP Agreement. See also “Outsourcing” below. •

Service Providers. A Fund Client’s service providers (or their affiliates, including any administrators, lenders, brokers, attorneys, consultants and investment or commercial banking firms) may be investors in such Fund Client, sources of investment opportunities and counterparties and/or a portfolio company of the Fund Client or other Stonepeak product, or have other relationships with other Stonepeak products, such Fund Client, Stonepeak or its personnel. These relationships may influence Stonepeak in deciding whether to select such a service provider to perform services for a particular Fund Client or in respect of any investment or may influence Stonepeak in deciding whether to recommend a service provider to a Fund Client.

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Common Service Providers. The Advisers and the Fund Clients may engage other common service providers. In such circumstances, there will be a conflict of interest between the Advisers and the Fund Clients in determining whether to engage such service providers, including the possibility that the Advisers will favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Fund Clients.

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Outsourcing. The Adviser may outsource, or cause the Fund Clients to outsource, to third parties certain of the services performed for the Fund Clients and/or their portfolio companies, including services (such as administrative, legal, accounting, tax or other related services) that can be and/or historically have been performed in-house by the Adviser and its personnel, and the fees, costs and expenses of such third-party service providers will be borne by the Fund Clients as partnership expenses. Outsourced services include certain services that often would be provided at the Adviser’s expense if such services had been performed in-house by the Adviser’s personnel. In such cases, the fees, costs and expenses associated with the provision of such services will be borne by the Fund Clients instead of the Adviser, thereby increasing the partnership expenses borne by the limited partners of the Fund Clients. Outsourced services could also include certain services (such as fund administration, transactional legal advice, tax planning and other related services) that may also be provided by the Adviser in-house at a Fund Client’s expense. From time to time, the Adviser may provide such services alongside (and/or supplement or monitor) a third-party service provider on the same matter or engagement and, in such cases, to the extent the Adviser’s services are reimbursable under the applicable LP Agreements, the overall amount of partnership

expenses borne by the limited partners of the relevant Fund Clients will be greater than would be the case if only the Adviser or such third-party provided such services. Determining whether to engage a third-party service provider and the terms (including economic terms) of any such engagement will be determined by the Adviser in its discretion, taking into account such factors as it deems relevant under the circumstances. The Adviser will have an incentive to outsource services to third parties due to a number of factors, including because the fees, costs and expenses of such service providers will be borne by the Fund Clients as partnership expenses (with no reduction or offset to management fees) and retaining third parties will reduce the Adviser’s internal overhead and compensation costs for employees who would otherwise perform such services in-house. Such incentives likely exist even with respect to services where internal overhead and compensation are chargeable to the Fund Clients. Moreover, the involvement of third-party service providers may present a number of risks due to, among other factors, the Adviser’s reduced control over the functions that are outsourced. There can be no assurances that the Adviser will be able to identify, prevent or mitigate the risks of engaging third-party service providers. The Fund Clients may suffer adverse consequences from actions, errors or failures to act by such third parties, and will have obligations, including indemnity obligations, and limited recourse against them. Outsourcing may not occur uniformly for all Fund Clients and the expenses that may be borne by such vehicles and accounts vary. Accordingly, certain costs may be incurred by (or allocated to) certain Fund Clients through the use of third-party (or internal) service providers that are not incurred by (or allocated to) certain other Fund Clients for similar services. •

Investments in Different Levels of the Capital Structure. One or more Stonepeak Vehicles, including Stonepeak Credit Funds, the SIH SPV or any affiliate thereof, will invest in debt securities and other obligations relating to investments of other Stonepeak Vehicles, including portfolio companies in which such other Stonepeak Vehicles make or have an investment. Conflicts of interest will likely arise between or among the Stonepeak Vehicles in connection with such debt securities and other obligations. For example, if a Stonepeak Vehicle makes or has an equity investment in a portfolio company in which another Stonepeak Vehicle has an investment, or if one Stonepeak Vehicle, through the purchase of debt obligations or otherwise, becomes a lender to a portfolio company in which another Stonepeak Vehicle has a debt or equity investment, or if two or more Stonepeak Vehicles participate in separate tranches of a fundraising with respect to a portfolio company, Stonepeak will generally have conflicting loyalties between its duties to the Stonepeak Vehicles. In that regard, actions may be taken for the benefit of a Stonepeak Vehicle that are adverse to another Stonepeak Vehicle and vice versa. In addition, in accordance with the applicable governing documents, in connection with such investments in the same issuer, Stonepeak will generally seek to implement certain procedures to mitigate conflicts of interest which typically involve (i) a forbearance of rights, including certain noneconomic rights, relating to a Stonepeak Vehicle, such as where Stonepeak causes a Stonepeak Vehicle to decline to exercise certain control-and/or foreclosure-related

rights with respect to a portfolio company (including following the vote of other third party lenders generally (or otherwise recusing itself with respect to decisions), and/or (ii) the applicable general partner, managing member or other similar managing fiduciary may cause a Stonepeak Vehicle to recuse itself from participating in any decisions related to equity or debt securities and/or other obligations held by such Stonepeak Vehicle, including in each case with respect to actions and/or decisions with respect to defaults, foreclosures, workouts, restructurings, and/or exit opportunities), subject to certain limitations. There can be no assurance that any such conflict will be resolved in favor of a Stonepeak Vehicle and Stonepeak may be required to take action where it will have conflicting loyalties between its duties to the Stonepeak Vehicles which may adversely impact a Stonepeak Vehicle. In addition, Stonepeak may structure an investment to permit the SIH SPV, another fund focused on credit investments or any affiliate thereof to participate in one or more debt tranches of the capital structure of a portfolio company of a Fund Client (either together with, or separate from, participation alongside the portfolio investment made by such Fund Client). Stonepeak may face conflicts of interests arising from the different interests held by different Stonepeak Vehicles in the underlying portfolio company (e.g., with respect to the terms of high yield securities or other debt or other instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). It is possible that in a bankruptcy proceeding one Stonepeak Vehicle’s interests may be adversely affected by virtue of the involvement and actions of another Stonepeak Vehicle relating to its investment. •

Subscription Facility and Capital Calls. A Stonepeak GP may fund the making of investments with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which can be, for example, the undrawn capital commitments of investors) prior to calling commitments. The interest expense and other costs of any such borrowings will be expenses of the applicable Fund Client and, accordingly, decrease net returns of such Fund Client. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made. In light of the foregoing, the Stonepeak GPs have an incentive to cause Fund Clients to borrow in this manner in lieu of drawing down commitments. As a general matter, use of leverage in lieu of drawing down commitments amplifies returns (either negative or positive) to limited partners.

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Transactions with Potential and Actual Investors and Co-Investors. Prospective investors should note that Stonepeak and its affiliates from time to time engage in transactions with prospective and actual investors and co-investors that entail business benefits to such investors. Stonepeak, including through its operating team, has in the past, and is expected in the future to, recommend, refer or introduce investors and their affiliates to portfolio companies. Additionally, Stonepeak may recommend or make referrals to companies which may later on become portfolio companies of a Stonepeak Fund or companies that were formerly portfolio companies of a Stonepeak Fund where members of Stonepeak continue to participate in or otherwise have influence over the management of such former portfolio companies. Stonepeak may engage in such

recommendations, references and / or referrals in order to achieve various goals, including, but not limited to, efforts to incentivize a specific investor to participate in a co-investment vehicle and / or Fund Clients. Such transactions may be entered into prior to, or coincident with, an investor’s admission to a Fund Client (or commitment to co-invest) or during the term of such investor’s investment. The nature of such transactions can be diverse, will likely represent a conflict of interest and may include benefits to a Fund Client and/or its portfolio companies but also to such investors. Examples include the ability to co-invest alongside a Fund Client and/or its affiliates, sales of companies to investors, recommendations to underwriters for allocations in initial public offerings or loans to co-investors (or joint venture partners) by Stonepeak and / or introducing or facilitating introductions of existing and potential investors and co-investors to current and future portfolio companies, service providers and other persons. •

Principal Transactions. Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof (which meets or exceeds certain ownership thresholds) proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with the Adviser’s management of the Fund Clients, the Adviser may engage in principal transactions. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund Client(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the LP Agreements may contain additional criteria in connection with the Fund Clients or the Adviser engaging in principal transactions.

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Time and Attention of the Stonepeak Investment Professionals. The Stonepeak investment professionals will devote such time and attention to the conduct of a Fund Client’s business as such business will reasonably require. However, there can be no assurance, for example, that such investment professionals will devote any minimum number of hours each week to the affairs of the Fund Client or that they will continue to be employed by Stonepeak. If such investment professionals cease to be actively involved with the Fund Client, investors in the Fund Client will be required to rely on the ability of Stonepeak to identify and retain other investment professionals to conduct the Fund Client’s business. Further, Stonepeak personnel, including members of the investment committee of any Fund Client, will work on other projects, serve on other committees (including boards of directors) and source potential investments for and otherwise assist the investment programs of other Fund Clients (including future Fund Clients) and their portfolio companies, including other investment programs to be developed in the future, and, therefore, conflicts are expected to arise in the allocation of personnel, personnel’s time and resources. As a result, it is possible that some of the members of a Fund Client’s investment team could also be working on investment activities related to another Fund Client and, therefore, it is possible that not all of such

members’ business time will be devoted to such Fund Client. Even key personnel of a Fund Client’s investment team who devote substantially all of their time to such Fund Client’s investment activities may, potentially, not be devoting time predominantly, or solely, to such Fund Client. Time spent on these other initiatives diverts attention from the activities of a Fund Client, which could negatively impact such Fund Client and its investors. Furthermore, the Stonepeak GPs, the Advisers and Stonepeak-personnel derive financial benefit from these other activities, including fees and performancebased compensation. These and other factors create conflicts of interest in the allocation of time by Stonepeak personnel. Stonepeak’s determination of the amount of time necessary to conduct a Fund Client’s activities will be conclusive, and such Fund Client’s investors rely on Stonepeak’s judgment in this regard. •

Personnel. Stonepeak may hire short-term or long-term personnel (or interns or consultants) who are relatives of or are otherwise associated with an investor, portfolio company or a service provider. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee that Stonepeak can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest. For example, certain employees and other professionals of Stonepeak have family members or relatives that are actively involved in the private equity industry and/or have business, personal, financial or other relationships with companies in the private equity industry (including the investment banks, advisors and service providers described above), which gives rise to potential or actual conflicts of interest. For example, such persons might be employees, officers, directors or owners of companies or assets which are actual or potential investments of a Fund Client or other counterparties of the Fund Client and its portfolio companies and/or assets. Moreover, in certain instances, the Fund Client or its portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. In most such circumstances, the applicable Fund Client’s governing agreement will not preclude the Fund Client from undertaking any particular investment activity and/or transaction. To the extent Stonepeak determines appropriate, conflict mitigation strategies will be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the applicable general partner.

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Diverse Investor Base. The investors in the Fund Clients include taxable and taxexempt entities and include persons or entities organized in multiple jurisdictions. The various types of investors may have conflicting investment, tax and other interests with respect to their investment in the Fund Clients. When considering a potential investment, the Stonepeak GP will generally consider the investment objectives of the Fund Client, as a whole, not the investment objectives of any investor, fund vehicle or parallel fund individually. Consequently, the Stonepeak GP will make decisions from time to time that could be more beneficial to one type of investor or fund vehicle than another.

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Valuation Matters. The fair value of all investments or of property received in exchange for any investments will be determined by Stonepeak in accordance with Stonepeak’s valuation policies and procedures pursuant to the applicable Fund Client’s governing agreement. Accordingly, the carrying value of an investment may not reflect the price at which the investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. The valuation of investments, as well as the determination of whether and when an investment has been disposed of or its fair market value has been reduced to zero (which determinations generally remain in the sole discretion of Stonepeak, subject to Stonepeak’s valuation policies) will affect the amount and timing of the applicable Stonepeak GP’s performance-based compensation and, under certain circumstances, the amount of management fees payable by the applicable Fund Client to Stonepeak. As a result, while the valuation of partially realized or unrealized investments where a Fund Client has a residual interest may be close to zero, to the extent such investments are unrealized following the management fee stepdown, the management fees payable to the Adviser will be based on capital contributions relative to such investment. The valuation of investments will also affect the pricing of investor admissions and redemptions, in the case of open-ended Fund Clients. Valuations involve subjective determinations, judgments and opinions and other third parties or investors may disagree with such valuations. The valuation of investments may also affect the ability of Stonepeak to raise a successor fund to a Fund Client and to perform and attract capital to other existing or future Fund Clients. As a result, there are likely to be circumstances that create an incentive for Stonepeak to determine valuations that are higher (or lower) than the actual fair value of investments, refrain from or delay in determining that an investment has been disposed of or that its fair market value has been reduced to zero, defer realization of investments or hold them longer, make more speculative investments and seek to deploy the Fund Clients’ capital in investments at an accelerated pace. Further, certain members of the investment team also serve as valuation committee members. As a result of these dual roles, there may be actual or perceived conflicts of interest in connection with the valuation of investments.

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Insurance. Stonepeak will cause a Fund Client to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for, insurance to insure the Fund Client, the applicable Stonepeak GP, the applicable Stonepeak Advisor, Stonepeak and/or their respective directors, officers, employees, agents, representatives, members of the advisory committee of such Fund Client (if any) and other indemnified parties, against liability in connection with the activities of the Fund Client. This includes a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Stonepeak that cover the Fund Client and any other Stonepeak Funds, the applicable Stonepeak GP, the applicable Stonepeak Advisor and/or Stonepeak (including their respective directors, officers, employees, agents, representatives, members of the advisory committee of such Stonepeak Fund and other indemnified parties). Stonepeak will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among the Fund Client, other Stonepeak Funds, the applicable Stonepeak GP, the applicable Stonepeak Advisor and/or Stonepeak on a fair and

reasonable basis, in its sole discretion, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in the Fund Client bearing less (or more) premiums, fees, costs and expenses for insurance policies. •

Stonepeak Policies and Procedures. Policies and procedures implemented by Stonepeak from time to time (including as may be implemented in the future) to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the synergies across Stonepeak’s areas of operation or expertise that a Fund Client expects to draw on for purposes of pursuing attractive investment opportunities. Because Stonepeak has other activities beyond any Fund Client, it is subject to a number of actual and potential conflicts of interest, additional regulatory considerations, and more legal and contractual restrictions than that to which it would otherwise be subject if it focused only on such Fund Client and/or if it did not pursue both private equity and distressed investments. In addressing these conflicts and regulatory, legal, and contractual requirements across its various businesses, Stonepeak has implemented and may in the future implement certain policies and procedures (such as, for example, information walls) that may reduce the positive synergies that a Fund Client expects to utilize for purposes of finding attractive investments. In that regard, it is possible that in the future Stonepeak may establish information barriers or other forms of separation between certain professionals, such as those who are primarily involved in trading marketable securities or liquid instruments or distressed investments, on the one hand, and other professionals, such as others who are primarily involved in privately negotiated or illiquid investments, on the other, and in any such event it is possible that a Fund Client may not be able to avail itself of the full resources of Stonepeak. There can be no assurance that walling off procedures can be implemented efficiently or successfully in all cases.

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Stonepeak Capital Markets. As described in Item 5 and Item 10, Stonepeak Capital Markets, a Stonepeak affiliate, is expected to provide investment banking, advisory and other syndication services to affiliated or unaffiliated corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for Fund Clients. In such case, the relevant Stonepeak affiliate’s particular client would typically require it to act exclusively on its behalf, thereby precluding Fund Clients from participating in such investment opportunities. Stonepeak Capital Markets would not be obligated to decline any such engagements in order to make an investment opportunity available to Fund Clients. In addition, Stonepeak Capital Markets could come into the possession of information through these new businesses that limits a Fund Client’s ability to engage in potential transactions. Where a Stonepeak affiliate acts as a lender to a portfolio company in which Fund Clients hold investments in the same or different levels of the capital structure, the arrangement may lead to a conflict between such Stonepeak affiliate and the Fund Clients, including in the event of a default by, or the liquidation of, the portfolio company or a restructuring or renegotiation of the terms of the loan. In certain circumstances, including, without limitation, where a portfolio company becomes

distressed and the participants in the relevant offering have a valid claim against the underwriter, the participating Fund Clients may have a conflict in determining whether to seek recourse or sue such Stonepeak affiliate. Stonepeak affiliates could also be incentivized to structure portfolio company transactions, including related coinvestment opportunities, so that they require the use of a broker-dealer (and consequently provide an opportunity for Stonepeak Securities to be retained by a portfolio company or acquisition company established for the relevant transaction and generate fees, including underwriting, placement, transaction and syndication fees, commissions, underwriting discounts, interest payments or other compensation for such an affiliated broker). •

Boundary Street Funds Investment Committee. As described in Item 4, Item 6 and Item 10, the investment committee of the Boundary Street Funds includes members who are not employees of Stonepeak, but serve as senior investment personnel at a nonaffiliated registered investment adviser. This poses potential compliance risks to Stonepeak, as these members are not supervised persons of Stonepeak, but instead supervised persons of another registered investment adviser, and therefore are not subject to Stonepeak’s Code of Ethics or policies and procedures. To address these risks, Stonepeak and the non-affiliated registered investment adviser have each agreed to and adopted a joint set of compliance guidelines (the “Compliance Guidelines”). The Compliance Guidelines stipulate that each adviser maintains a compliance program and is responsible for ensuring that each of its supervised persons who serve as members of the Boundary Street Funds investment committee comply with their respective adviser’s compliance policies and procedures. Further, the Compliance Guidelines impose certain information sharing restrictions to address MNPI-related concerns and address coordination and cooperation that will take place between the legal and compliance departments of each adviser to address other legal and compliance-related issues concerning the Boundary Street Funds, including potential conflicts of interest.

For additional information regarding the foregoing or the risks and conflicts of interest with respect to any fund or investment vehicle sponsored, advised or managed by Stonepeak, please carefully review the Confidential Private Placement Memorandum, if applicable, or subscription documents of the applicable Stonepeak Fund and Boundary Street Fund or investment vehicle.

(including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity, stability and reputation of the brokers, dealers and other counterparties or intermediaries (“Brokers”) (including statistics or other information provided by independent consultants on the relative quality of executions/financial services by the Broker); (iv) the amount of business with the Broker and the justification for directing trades to such Broker, such as the quality, comprehensiveness and frequency of available research and brokerage related services and products; (v) the Broker’s willingness to commit capital; (vi) trading expertise; (vii) clearance, settlement and custodial services; (viii) other financial services offered; (ix) the competitiveness of commission rates in comparison with other brokers satisfying other selection criteria of the Adviser; (x) the commissions charged by the Broker, which may be based on the size of the order or the price of the security; (xi) the gross compensation paid to the Broker; (xii) the Broker’s ability to respond promptly to inquiries during volatile markets; and (xiii) the value of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications. The Adviser evaluates relationships with investment banks periodically and may make mandate decisions based on the value of the relationship to the Adviser’s Fund Clients, including but not limited to referrals for unique investment ideas, deep sector relationships, or other factors. The Adviser expects that it will pay customary market fees for services received and does not otherwise make its selection in order to obtain soft dollar benefits. The Adviser meets numerous broker-dealers who present investment ideas or otherwise offer to make introductions to parties that have assets that may be of interest for a Fund Client.

Fund Clients and their investors have the ability to access these reports, performance and valuation data concerning portfolio companies, receive capital call and other Fund information via a password-protected website. The Adviser creates tailored reports to meet the needs of the individual Fund Clients. Each quarter, its Fund Clients (and their investors) will receive a written report that includes both qualitative and quantitative review of their investment portfolios including performance data, portfolio construction, material developments, and information that, in the judgment of the Stonepeak GPs and the Adviser, is appropriate.

Loan Agent Accounts The Adviser or an affiliate thereof serves as the administrative agent to certain lender groups (“Lender Groups”) organized by the Adviser that fund loan investments and whose participants generally include Fund Clients and other third-party lenders. A single bank account (the “Agent Account”), established by a third-party sub-agent engaged by Stonepeak Partners GP, facilitates the movement of cash to and from Lender Groups and the applicable borrowers. The Agent Account is opened by the sub-agent in the name of the Adviser or an affiliate thereof for the benefit of Lender Group participants. The assets of the Fund Clients and third parties that are participants in these Lender Groups will be commingled in the Agent Account. Although Stonepeak personnel, as a practical matter, are not expected to have access to the funds held in the Agent Account (other than view-only access), Stonepeak may, in connection with these Lender Group arrangements, be deemed to have custody of the assets in the Agent Account under the Custody Rule. Accordingly, the Adviser takes steps to comply with the conditions set forth in the SEC staff no-action letter granting relief to Madison Capital Funding LLC (which can be found at https://www.sec.gov/investment/madison-capital-funding-122018-206-4) in connection with these arrangements.

management; (iii) the ongoing relationship between the Fund Client and the portfolio companies in which it invests, including the continued or increase availability of portfolio information, and (iv) industry business and practices. Possible conflicts are expected to be disclosed and discussed by the relevant Fund Client’s advisory committee. Fund Clients and their investors can obtain upon request a copy of proxy voting policies and procedures and information regarding how their securities were voted in the past.