Stonepeak-Plus Infrastructure Fund 10-12GRegistration of securities

Stonepeak-Plus Infrastructure Fund LP is filing this registration statement on Form 10 (this “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to provide current public information to the investment community in anticipation of being required to register under Section 12(g) of the Exchange Act in the future, to comply with applicable requirements thereunder.

The Fund is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and the Fund will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “1933 Act”).

This Registration Statement does not constitute an offer of SP+ INFRA or any other Stonepeak fund. Once this Registration Statement has been deemed effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. Additionally, we will be subject to the proxy rules in Section 14 of the Exchange Act and the Fund, directors, executive officers, and principal unitholders will be subject to the reporting requirements of Sections 13 and 16 of the Exchange Act.

This Registration Statement may contain forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange Act, which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe our future operations, business plans, business and investment strategies and portfolio management and the performance of our investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “will,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled” and similar expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Potential investors should not rely on these statements as if they were fact. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

References herein to “expertise” or any party being an “expert” are based solely on the belief of Stonepeak, are intended only to indicate proficiency as compared to an average person and in no way limit any exculpation provisions or alter any standard of care applicable to Stonepeak. Additionally, any awards, honors, or other references or rankings referred to herein with respect to Stonepeak or any investment professional are provided solely for informational purposes and are not intended to be, nor should they be construed or relied upon as, any indication of future performance or other future activity. Any such awards, honors, or other references or rankings may have been based on subjective criteria and may have been based on a limited universe of participants, and there are other awards, honors, or other references or rankings given to others and not received by Stonepeak and/or any investment professional of Stonepeak.

Our actual results may differ significantly from any results expressed or implied by these forward-looking statements. A summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. This summary should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section entitled “Item 1A. Risk Factors” in this Registration Statement.

Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described herein in “Item 1A. Risk Factors” in this Registration Statement, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Registration Statement and in our other periodic filings. The forward-looking statements speak only as of the date of this Registration Statement, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Stonepeak-Plus Infrastructure Fund LP forms a part of SP+ INFRA, an investment program designed to offer eligible individuals access to Stonepeak’s infrastructure platform (the “Stonepeak Platform”). Our general partner, Stonepeak-Plus Infrastructure Fund Associates LP, a Delaware limited partnership, (previously defined as the “General Partner”) and our investment adviser, Stonepeak-Plus Infrastructure Fund Advisors LLC, a Delaware limited liability company (previously defined as the “Investment Advisor”), are Affiliates of Stonepeak. As used herein, “Affiliate” means, with respect to a person, any other person that either directly or indirectly controls, is controlled by or is under common control with the first person.

We expect to conduct a continuous private offering (the “Private Offering”) of our Units in reliance on exemptions from the registration requirements of the 1933 Act to investors that are both (i) accredited investors (as defined in Regulation D under the 1933 Act) and (ii) qualified purchasers (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) and rules thereunder). SP+ INFRA is structured as a perpetual-life strategy, with monthly, fully funded subscriptions and periodic repurchase offers, which we believe enables investors to better manage exposure to private markets asset classes, such as infrastructure and real assets.

The Fund, a limited partnership, was formed on April 29, 2024 under the laws of the State of Delaware. We are a private fund exempt from registration under Section 3(c)(7) of the 1940 Act. As of the date of this Registration Statement, we have not yet commenced investment operations and activities and, as a result, we currently do not hold any interests in any Investments (as defined below) and have not generated any revenues. See “Item 2. Financial Information —Management’s Discussion and Analysis of Financial Condition and Results of Operations” below for information. See also “—Investment Process Overview” below for information regarding the Fund’s process for identifying, evaluating and monitoring investments.

Our investment objective is to deliver strong total returns, with a focus on capital appreciation and, to a lesser extent, generate current income. There can be no assurance that SP+ INFRA will achieve its investment objective or that SP+ INFRA’s investment strategies will be successful. We will seek to achieve this investment objective by providing access to the talent and investment capabilities of the Stonepeak Platform to create an attractive portfolio of diversified alternative infrastructure and infrastructure-related investments primarily in, or alongside, the Other Stonepeak Accounts and Stonepeak.

Stonepeak specializes in infrastructure and real assets, investing capital on behalf of investors, including public and private pension funds, insurance companies, endowments and other large institutions from around the world looking to grow these critical assets to create value for all stakeholders.

Stonepeak invests in the infrastructure that underpins our daily lives and delivers enduring social utility – the physical assets that power homes, connect communities to the internet, feed families, enable travel, and deliver goods. It works closely with management teams, bringing growth capital, operational expertise, and technology, and innovation to portfolio companies with the aim of building better businesses and creating value for stakeholders.

Stonepeak operates globally with offices in New York, Houston, London, Hong Kong, Seoul, Singapore, Sydney, Tokyo and Abu Dhabi and has over 250 employees, including over 120 dedicated investment professionals.

SP+ INFRA will seek to achieve its investment objective by providing access to the talent and investment capabilities of the Stonepeak Platform to create an attractive portfolio of diversified alternative infrastructure and infrastructure-related investments primarily in, or alongside, Other Stonepeak Accounts and Stonepeak.

In managing SP+ INFRA, Stonepeak intends to remain a disciplined, value-oriented investor engaged in building portfolio companies by supporting management teams and business plans, improving operations, providing access to the Stonepeak ecosystem, and evaluating and participating in follow-on investments to support growth.

SP+ INFRA may access the Stonepeak Platform in a variety of ways, including through:

To a lesser extent, SP+ INFRA 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 (“Debt and Other Securities”). Debt and Other Securities are generally expected to be liquid, and may be used to generate income, facilitate capital deployment and provide a potential source of liquidity. For the avoidance of doubt, the foregoing may include securities or loans of portfolio companies of Other Stonepeak Accounts and Stonepeak.

Each investment in Direct Investments, Secondary Investments, Primary Commitments and Debt and Other Securities is referred to as an “Investment.” SP+ INFRA may make Investments through special purpose vehicles, operating companies or platforms, joint ventures, other investment vehicles and listed companies.

SP+ INFRA will generally seek to invest and / or make capital commitments of 80% to 85% of its NAV (plus the amount of any borrowings for investment purposes) in Direct Investments, Secondary Investments and Primary Commitments, and 15% to 20% of its NAV in Debt and Other Securities.

SP+ INFRA’s Investments may vary materially from these indicative allocation ranges, including due to factors such as a large inflow of capital over a short period of time, Stonepeak’s assessment of the relative attractiveness of opportunities, or an increase in anticipated cash requirements or repurchase requests and subject to any limitations or requirements relating to applicable law. Certain Investments could be characterized by the Investment Advisor, in its discretion, as Direct Investments, Secondary Investments, Primary Commitments or Debt and Other Securities depending on the terms and characteristics of such Investments.

SP+ INFRA may make Investments by investing in or alongside Other Stonepeak Accounts and Stonepeak, subject to the terms and conditions of such Other Stonepeak Account’s and Stonepeak’s governing documents. In rare instances, SP+ INFRA may acquire majority-owned interests and / or controlling interests, either through voting rights or management rights, in certain of its Direct Investments.

SP+ INFRA intends to invest in a third-party private fund that in turn owns a minority interest in Stonepeak.

The Fund may utilize leverage, incur indebtedness and provide other credit support for any purpose, including to fund all or a portion of the capital necessary for an investment and leverage may be used more heavily in certain investment strategies, particularly during the ramp-up period. The Fund does not intend to incur indebtedness that would cause the Leverage Ratio (as defined below) to be in excess of 30% (the “Leverage Limit”); provided, that no remedial action will be required if the Leverage Limit is exceeded for any reason other than the incurrence of an increase in indebtedness (including the exercise of rights attached to an investment). The Leverage Limit may be exceeded on a temporary basis or to refinance existing borrowings.

The Fund, the Feeder Fund, the Aggregators, the Lower Funds and any Parallel Funds together form SP+ INFRA, a private equity investment program as a whole. Although the Fund will generally invest and divest alongside the Lux Fund through the Aggregators and other Intermediate Entities, the Lux Fund will not be considered a Parallel Fund. The Fund and the Lux Fund together form the “Fund Program.” See “Item 1A. Risk Factors—Potential Conflicts of Interest—The Lux Fund” below.

The Fund expects to enter into the investment advisory agreement (the “Investment Advisory Agreement”) with Stonepeak-Plus Infrastructure Fund Advisors LLC (previously defined as the “Investment Advisor”), and a limited partnership agreement, as may be amended and restated from time to time (the “Fund LPA”), with Stonepeak-Plus Infrastructure Fund Associates LP (previously defined as the “General Partner”), pursuant to which the General Partner will manage the Fund on a day-to-day basis.

Overall responsibility for SP+ INFRA’s oversight rests with the General Partner, subject to certain oversight rights held by the Fund’s Board of Directors with respect to our periodic reports under the Exchange Act and certain situations involving conflicts of interest. See “—The Board of Directors” and “—Fund LPA” below for further information.

The General Partner will delegate the portfolio management function regarding the Fund to the Investment Advisor. The Investment Advisor will have discretion to make Investments on behalf of the Fund.

The Investment Advisor is a Delaware limited liability company with its business address at 550 W 34th Street, 48th Floor, New York, NY 10001, United States of America. Stonepeak Partners LP is registered with the SEC as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the “Advisers Act”). The Investment Advisor is an Affiliate of Stonepeak Partners LP and is a registered investment adviser with the SEC as a relying adviser of Stonepeak Partners LP, and the General Partner will be subject to the Advisers Act. The Investment Advisor will be responsible for initiating, structuring, and negotiating the Fund’s Investments. In addition, the Investment Advisor will actively manage each Investment to seek to maximize the value of each Investment.

Each of the Investment Advisor and General Partner is an Affiliate of Stonepeak and, as such, the Investment Advisor and General Partner have access to the broader resources of Stonepeak, subject to Stonepeak’s policies and procedures regarding the management of conflicts of interest.

The following chart shows SP+ INFRA’s current ownership structure as well as its relationship with Stonepeak.

Stonepeak believes the market opportunity for private investments presents a compelling opportunity for investors looking to maximize their investment reach and exposure. Specifically, Stonepeak believes that the global infrastructure market represents a unique combination of mission critical real assets exposure, inflation protection, and resiliency through economic cycles. Furthermore, the specific target sectors (transport & logistics, communications, energy/energy transition and, to a lesser extent, social infrastructure) are, in Stonepeak’s view, expected to each benefit from long-term tailwinds that will require significant new and refurbishment capital over the coming decades.

Overall responsibility for SP+ INFRA’s oversight rests with the General Partner, subject to certain oversight rights held by the Fund’s Board of Directors (the “Board of Directors” or “Board”). The Board is responsible for overseeing management in the preparation of our periodic reports under the Exchange Act and in overseeing certain

The General Partner shall have the authority to appoint directors, including one or more Independent Directors; provided, that the appointment of new Independent Directors as a result of a vacancy (regardless of how the vacancy was created) will require approval by the Board of Directors, including a majority of the remaining Independent Directors. Commencing ninety (90) calendar days following the date on which the Fund accepts third-party investors and begins investment operations (the “Initial Closing Date”), at least one half of the Board of Directors will consist of Independent Directors. Subject to the foregoing, the General Partner shall have the right to change or replace any Independent Director for cause (as defined in the Fund LPA) and any Director other than an Independent Director with or without cause.

The Fund will have an Audit Committee, which will be comprised solely of Independent Directors. The Audit Committee will be responsible for selecting the Fund’s auditor and approving the Fund’s financial statements, among other matters.

Unitholders are not entitled to nominate or vote in the election of the Fund’s directors. Further, Unitholders are not able to bring matters before meetings of Unitholders or nominate directors at such meeting, nor are they generally able to submit Unitholder proposals under Rule 14a-8 of the Exchange Act. See “Item 5. Directors and Executive Officers—Biographical Information” for further information regarding the members of the Board and “Item 11. Description of Registrant’s Securities to be Registered” for further information regarding the rights of Unitholders.

Although the Fund and the Lux Fund have highly overlapping portfolios, the Lux Fund will have its own Board of Directors (the “Lux Board of Directors” or the “Lux Board”), which is responsible for conducting the overall management and business affairs of the Lux Fund in accordance with the articles of association of the Lux Fund, as amended, restated or otherwise modified from time to time. The Lux Board will initially comprise Steve Mlynar, Adrienne Saunders, John Alldis and Ross Thomson. Stonepeak-Plus Infrastructure Fund Advisors LLC will act as the portfolio manager of the Lux Fund (the “Portfolio Manager”). The Lux Board will be consulted upon the occurrence of a conflict of interest that has been brought to the attention of the Portfolio Manager, as applicable, and that constitutes in the Portfolio Manager’s good faith judgement, an actual and material conflict of interest. The Lux Board will be empowered to provide advice or to waive or consent in respect of any such conflict and in certain scenarios will follow the determination of the Fund’s Board See “Item 1A. Risk Factors—The Lux Fund.”

The Investment Advisor will provide investment advisory services to us pursuant to the Investment Advisory Agreement. Under the terms of the Investment Advisory Agreement, the Investment Advisor is responsible for the following:

The Investment Advisor’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities, and it intends to do so, so long as its services to us are not impaired. For the avoidance of doubt, the management, policies and operations of the Fund shall be the ultimate responsibility of the General Partner acting pursuant to and in accordance with the Fund LPA. See “—Fund LPA” below for further information.

In consideration for its investment management services, the Investment Advisor will be entitled to receive a management fee (the “Management Fee”) with respect to each Class payable by the Fund directly or indirectly through an Intermediate Entity equal to the product of (x) the Applicable Management Fee Percentage (as specified in the table below) with respect to such Class and (y) SP+ INFRA’s aggregate NAV attributable to such Class, payable monthly, before giving effect to any accruals for the Management Fee, the Servicing Fee (as defined below), the Performance Participation Allocation (as defined below), Unit repurchases (and pending repurchases), any distributions and without taking into account accrued and unpaid taxes of any Intermediate Entity (including corporations) through which SP+ INFRA indirectly invests in an Investment (or any comparable entities of Other Stonepeak Accounts in which SP+ INFRA directly or indirectly participates) or taxes paid by any such entity during the applicable month. The Fund, the Feeder Fund and any Parallel Fund will each be obligated to pay (without duplication) its proportional share of the Management Fee with respect to each Class.

The Investment Advisor may elect to receive the Management Fee in cash, Units and / or shares, interests or units of Intermediate Entities. If the Management Fee is paid in Units, such Units may be repurchased by the Fund at NAV at the Investment Advisor’s request and will not be subject to the volume limitations of the Repurchase Program (as defined below) or the Early Repurchase Deduction (as defined below) of the Repurchase Program.

Each Management Fee payment will, as determined in the General Partner’s sole discretion, either (i) result in a reduction of NAV of the applicable Class of Units to which such payment relates or (ii) result in a reduction in Units held by Unitholders of the applicable Class and the Fund will make a payment in the form of cash or Units of an equivalent amount to the Investment Advisor, which, in the case of a cash payment, may be invested or reinvested, as applicable, by the Investment Advisor in whole or in part in Units and/or shares, interests or units of Intermediate Entities.

Class X Units are not subject to the Management Fee.

The Management Fee payable by the Fund with respect to each Class of Units shall be reduced by an amount (the “Reduction Amount”) equal to 100% of the Fund’s pro rata share of Other Fees (as defined below) allocable to the Units in such Class (net of reasonable out-of-pocket expenses incurred by the Investment Advisor or its Affiliates (and not otherwise reimbursed) during the immediately preceding monthly period in connection with the transaction out of which such fees arose (but shall not be net of all other direct or administrative costs allocable to such fees), it being understood that the Investment Advisor or its Affiliates may seek to have all such reasonable out-of-pocket expenses and costs reimbursed or paid by the company in respect of which such expenses and costs are generated (which shall not be considered a fee for purposes of calculating the Reduction Amount)). In the event the Investment Advisor and its Affiliates have paid any Broken Deal Expenses (as defined below) allocable to Units in a relevant Class in lieu of having them paid by the Fund, then the Reduction Amount with respect to such Class for such monthly period will be decreased by the amount of such Broken Deal Expenses then or previously paid by the Investment Advisor and its Affiliates with respect to such Class to the extent that such Broken Deal Expenses have not already been applied against the Reduction Amount. The Reduction Amount with respect to any Class for each monthly period shall be applied to reduce the Management Fee payable with respect to such Class for such monthly period (but not to an amount below zero) and to the extent not so applied shall be carried forward for application against future installments of the Management Fee with respect to such Class until such Reduction Amount is fully utilized in reducing the Management Fee with respect to such Class. To the extent such excess Reduction Amount remains unapplied with respect to any Class upon either (i) the repurchase (or withdrawal) of all Units in such Class or (ii) the Fund’s final distribution of assets, the Investment Advisor or an Affiliate thereof shall retain such unapplied amount.

“Other Fees” shall mean any fees earned by the Investment Advisor and its Affiliates in connection with Investments and from the Fund’s unconsummated transactions, including, but not limited to, break-up and topping fees, monitoring and directors’ fees, commitment, financing and organization fees, set-up fees, consulting fees, asset management fees, investment banking fees, closing and transaction fees, acquisition fees, divestment fees, any other fees set forth in the Fund LPA and other similar fees. For the avoidance of doubt, (i) Other Fees shall not include stock options, restricted stock grants or other compensation granted or paid by portfolio companies to (or with respect to) employees or members of the Investment Advisor or its Affiliates who serve in bona fide, non-director management capacities (or other operational capacities involving a material portion of such employee’s business time) at portfolio companies and all such amounts paid to any such persons shall be deemed to be compensation for such persons’ service in such capacities irrespective of whether such persons also serve on the board of directors or other comparable body of the applicable portfolio company unless and to the extent any such amounts are explicitly designated in writing by the portfolio company to the Fund or the Investment Advisor at the time of payment as directors’ fees payable to the Investment Advisor or its Affiliates in return for the designated board seat thereof, (ii) the Investment Advisor and its Affiliates may receive fees and/or payments from entities or vehicles other than the Fund’s portfolio companies, including from joint venture partners, co-investors and other counterparties in relation to one or more transactions otherwise involving the Fund, and such fees and/or payments shall not be considered Other Fees or be applied to reduce the Management Fees borne by Unitholders and (iii) Other Fees shall not include Subscription Fees (as defined below) and Servicing Fees. In addition, the Investment Advisor or one or more of its Affiliates have launched a capital markets and/or credit advisory function, including but not limited to a business to advise on the issuance of debt or equity and/or to participate in loan origination, syndication, placement and/or servicing of debt and/or equity securities (including for portfolio companies or entities formed to invest therein), and should any such business receive 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 the Fund, any Other Stonepeak Account or any other investment vehicle sponsored by the General Partner, the Investment Advisor or their respective Affiliates, any such spreads or fees will not be treated as Other Fees even if paid by or on behalf of, or are otherwise derived from, portfolio companies of the Fund so long as such spreads or fees are on arm’s-length terms (it being understood that such spreads or fees shall be deemed to be on arm’s-length terms if they are paid to the Investment Advisor, the Stonepeak Broker Dealer or one or more of their respective Affiliates on the same terms as they are paid to a non-affiliated capital markets or credit advisory advisor).

“Broken Deal Expenses” shall mean all fees, costs and expenses incurred in connection with a proposed Investment that is not actually made or a proposed disposition which is not actually consummated (including, for greater certainty, any co-investors’ share of any such expenses to the extent not paid by such co-investors) and not reimbursed by a third party, including, without limitation, (w) commitment fees that become payable in connection with a proposed Investment that is not ultimately made, (x) legal, tax, administrative, accounting, advisory and consulting fees and expenses, travel and related expenses, (y) printing expenses and (z) any liquidated damages, forfeited deposits, reverse termination fees or other similar payments with respect to the acquisition of a prospective portfolio company.

The Investment Advisor and its Affiliates may receive fees of the type described above from companies other than SP+ INFRA’s portfolio companies and their Affiliates and those involved in SP+ INFRA’s unconsummated transactions, including in connection with a joint venture in which SP+ INFRA participates or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty of SP+ INFRA and/or as otherwise described in the Memorandum. The Investment Advisor and its Affiliates shall have no obligation to reduce the Management Fee in respect of such fees or share such fees in any way with SP+ INFRA or the Unitholders.

On any Management Fee calculation date and for all purposes under the Fund LPA and the Investment Advisory Agreement, any unapplied Management Fee reduction described above shall be treated as an asset of SP+ INFRA for the purposes of calculating NAV and gross asset value (excluding, in each case to avoid double counting, any unapplied reduction for Other Fees which have been capitalized and treated as an asset for purposes of calculating NAV and gross asset value or the payment of which did not otherwise reduce NAV and gross asset value).

The General Partner or any other entity so designated by the General Partner will be entitled to an allocation or distribution (the “Performance Participation Allocation”) by the Fund (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period (as defined below), promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to:

The Fund, the Feeder Fund and any Parallel Fund will each bear (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Lower Funds. For further information regarding the Performance Participation Allocation, see “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Expenses—Performance Participation Allocation” below.

Stonepeak-Plus Infrastructure Fund Associates LP, a Delaware limited partnership, is our General Partner. Overall responsibility for SP+ INFRA oversight rests with the General Partner, subject to certain oversight rights held by the Fund’s Board of Directors with respect to our periodic reports under the Exchange Act and certain situations involving conflicts of interest. Without limitation, and subject to the terms of the Fund LPA, the General Partner is responsible for and authorized with the following, without any approval of any Unitholder or other person:

Additionally, the General Partner and/or any of its Affiliates may, in their sole discretion, cause the Fund to hold certain investments directly or indirectly through (i) a corporation or other entity (which may, at the election of the General Partner, be a U.S. limited liability company or other entity, including a non-U.S. entity in circumstances deemed appropriate in good faith by the General Partner) that is taxable under Subchapter C of the Code (each a “Corporation”) or (ii) one or more limited liability companies or limited partnerships or other similar entities. Management Fees and Performance Participation Allocations (each as described herein) may be paid or allocated, as applicable, in whole or in part, at the level of SP+ INFRA or any such Intermediate Entity and will generally not take into account accrued and unpaid taxes of any Intermediate Entity through which the Fund indirectly invests in an Investment or any comparable entities of any Other Stonepeak Account, or taxes paid by any such entity during the applicable period.

The General Partner and/or any of its Affiliates may, in their sole discretion, also establish one or more feeder vehicles (in addition to the Feeder Fund), to invest through the Fund to accommodate certain investors and to facilitate their indirect participation in the Fund with respect to all or a portion of their investment therein. Investors in a feeder vehicle generally will have indirect interests in the Fund on economic terms no more favorable than those of the other Unitholders that invest in the Fund. The Unitholders in a feeder vehicle (including the Feeder Fund) will indirectly bear a portion of the Management Fee paid by the Fund, but such expenses will not be duplicated at the Feeder Fund level.

SP+ INFRA expects to benefit from an investment committee that is comprised of senior experienced investment professionals from Stonepeak including Michael Dorrell, Jack Howell, Luke Taylor, James Wyper, Anthony Borreca and Cyrus Gentry (the “Investment Committee”).

The Investment Committee process emphasizes a consensus-based approach to decision-making among the members and is the same process that Stonepeak has adopted since inception. In addition, SP+ INFRA expects to benefit from the breadth of the entire Stonepeak Platform, including the various investment, asset management, portfolio operations, finance, investor relations, and legal and compliance professionals located around the globe. These resources provide valuable real-time, proprietary market data that are expected to enable Stonepeak to identify and act on market conditions and trends more rapidly than competitors and target specific themes with conviction.

SP+ INFRA believes that Stonepeak maintains a robust allocation process in accordance with Stonepeak’s investment allocation policy that governs the allocation of transactions across all of Stonepeak’s funds. As part of such process, Stonepeak’s allocation committee (“Allocation Committee”), which consists of Michael Dorrell, Jack Howell and Luke Taylor, is responsible for assessing whether an investment opportunity fits within the investment objectives of any of Stonepeak’s funds and whether such opportunity should be presented to the relevant investment committee for such fund(s). The Allocation Committee works in close coordination with the senior finance and legal and compliance teams when allocating investment opportunities to ensure all decisions are aligned with Stonepeak’s investment allocation policy.

SP+ INFRA is expected to leverage the breadth of the Stonepeak Platform to invest in opportunities that originate in and alongside the Other Stonepeak Accounts. Stonepeak maintains a consistent approach to deal origination, seeking to originate opportunities that it believes present an attractive risk-adjusted return to build a portfolio of diversified alternative infrastructure and real asset-focused investments.

To accomplish this, Stonepeak focuses its efforts on opportunities that overlap strongly with what it believes to be its core areas of expertise. While Stonepeak looks to cast a wide net initially, it seeks to screen out most opportunities very early in the evaluation process, allowing Stonepeak to dig deep on a narrower set of potential investments that it believes align well with its key strengths and where there is a realistic chance of a truly differentiated approach.

This origination activity is overseen by the Investment Committee and ultimately by Stonepeak’s CEO and Co-Presidents; however, day-to-day responsibility for origination sits primarily with Stonepeak’s sector heads.

Stonepeak’s senior leaders are responsible for leading efforts within each of the target sectors of Stonepeak and encouraging involvement from top to bottom of the team (regardless of seniority) in contributing to these activities.

Stonepeak’s investment process is intended to screen out most deals at the early stages of review. The initial deal screening typically involves a senior member of the deal team assessing a potential opportunity to determine whether it warrants further evaluation. Should a transaction warrant further review, Stonepeak will typically execute a non-disclosure agreement and receive additional confidential information on the opportunity. Additional deal team resources may at this time be allocated to conduct preliminary desktop-level due diligence, with Stonepeak quickly determining which opportunities should be pushed further in the investment process and significantly narrowing down the universe of deals to be actively pursued.

Deals that pass the initial deal review stage are presented to Stonepeak at a weekly meeting. This is the forum in which all active potential investments are typically discussed, focusing on an overview of the transaction, likely timing, key due diligence questions, approach, and next steps. A determination of the initial interest and viability of the deal is made and, in positive instances, results in the assignment of additional team resources and / or approval of further due diligence efforts.

Once all relevant due diligence has been assembled and reviewed, the deal team will synthesize its findings in an Investment Committee Memo, along with a final view on valuation and the final proposed terms and structure of the deal. The deal team will then prepare a longer form, comprehensive paper laying out the full investment case and critical risks of the deal in addition to the full suite of commercial, technical, and legal due diligence, investment highlights and risks, and financial projections and sensitivities.

For further information regarding the Investment Committee, see “Item 5. Directors and Executive Officers—Committees—Investment Committee.”

Stonepeak believes that a hands-on approach to driving operational value-add at portfolio companies is integral to SP+ INFRA’s ability to deliver its target return. Stonepeak believes the opportunity for value-creation through operational initiatives is particularly strong for many infrastructure assets due to the insulation from competitive pressures inherent in the high barriers to entry for many such assets. In Stonepeak’s experience, many asset owners believe they can afford suboptimal operational practices without significant erosion of cash flows; however, Stonepeak believes that improved practices can often still lead to significant upside for a more diligent and hands-on owner like Stonepeak.

In Stonepeak’s view, it brings a multi-faceted toolkit to enhance portfolio company value in partnership with the portfolio company management teams. Stonepeak believes that such value-add initiatives are critical in achieving attractive returns for investors and therefore actively seeks out investments where there are multiple potential operational levers to achieve this growth over time.

To achieve this, Stonepeak employs a collaborative, multi-pronged approach to coalesce the experience and strength of Stonepeak’s investment team, its deep group of 20+ “Operating Partners” (which are not employees or affiliates of Stonepeak and are often compensated by Stonepeak, its funds, or its portfolio companies) (each with over 15 years of experience), and, what Stonepeak believes are, top-quality management teams at each of the assets in pursuit of meaningful value-add across the portfolio companies.

Ultimate responsibility for the outcome of the investment lies with the Stonepeak deal team lead, who in turn will seek to ensure that the portfolio company has the right leadership in place, that Stonepeak has the right roster of sector-focused Operating Partners and that the relevant Operating Partner is appropriately engaged on the deal, as needed. Finally, Stonepeak seeks to ensure that each portfolio company receives the leverage and support of Stonepeak’s broader internal portfolio operations resources.

Stonepeak believes this integrated approach to portfolio management has significantly contributed to the investment results to-date across Stonepeak. These operational value-add activities vary on an asset-by-asset basis, but are largely rooted in what Stonepeak views to be its time-tested, value-add toolkit consisting of four key focus areas: (a) business development/revenue initiatives, (b) cost structure, (c) asset and platform creation, and (d) management/operational processes.

Upon signing or closing of a new investment, the Stonepeak deal team, in coordination with the portfolio operations team, seeks to outline clear expectations regarding onboarding and ongoing portfolio company monitoring. This includes defining the frequency, format, and information needed from portfolio company management. Stonepeak will generally arrange a series of calls between the portfolio company and Stonepeak’s deal team, legal and compliance, IT, accounting, sustainability and operations teams in order to discuss ongoing monitoring expectations and framework as well as answer any questions that the management team may have. Stonepeak then works with the portfolio companies to develop what Stonepeak believes is a repeatable reporting process which is reasonably designed to be efficient and effective in compiling information received from the management team.

Stonepeak does not expect to have a pre-determined threshold for potential exits of its assets, either in terms of length of hold or a set valuation or return profile. Instead, Stonepeak seeks to constantly evaluate a variety of factors to determine how best to deliver value, including a potential partial or full exit of any given asset.

Stonepeak seeks to continuously evaluate how to optimize returns over the life of each investment. This includes balancing both potential IRRs (internal rates of return) and MOICs (multiples on invested capital), as well as delivering cash yield over the course of the investment. It also involves evaluating the risk involved in delivering these potential and projected returns to Unitholders, understanding that conditions can change quickly and that there is no guarantee that projected growth will be realized or that unforeseen adversity can be avoided.

Ultimately, this involves a judgment call by the Investment Committee based on careful consideration and dialogue with the deal team, Operating Partners, and portfolio company management. Stonepeak prefers to be opportunistic in considering potential exit opportunities, but highly judicious in moving forward towards executing a transaction.

Stonepeak seeks to maintain an opportunistic approach to assessing potential market valuations for its assets and exploring potential sales. In order to ensure this flexibility of approach, Stonepeak typically seeks control/majority positions in its investments, allowing Stonepeak to maintain discretion over the timing, terms, and valuation of any potential sale. Where Stonepeak has made non-controlling investments, it has typically sought governance rights that provide some clarity on one or more paths to exit for Stonepeak in line with its intended hold period.

SP+ INFRA will invest in Debt and Other Securities, which are generally expected to be liquid, and may be used to generate income, facilitate capital deployment and provide a potential source of liquidity. SP+ INFRA may allocate its Debt and Other Securities across different asset classes and securities in order to diversify and reduce overall risk.

SP+ INFRA will pursue investments that may be liquidated promptly, and which offer potentially attractive risk-return outcomes. Where SP+ INFRA invests in infrastructure-related Debt and Other Securities, SP+ INFRA intends to focus on sub-sectors and issuer-specific situations where the Investment Advisor’s industry and credit expertise can be leveraged.

Identifying, closing and realizing attractive investments that fall within SP+ INFRA’s investment objectives is highly competitive and involves a high degree of uncertainty and will be subject to market conditions. In addition, developing and maintaining relationships with joint venture partners or management teams, on which some of SP+ INFRA’s strategy depends, is highly competitive. SP+ INFRA will be competing for Investments and potential joint venture partners with other investment funds, corporations, individuals, companies, financial institutions (such as investment and mortgage banks and pension funds), sovereign wealth funds and other investors. New competitors constantly enter the market, and in some cases existing competitors combine in a way that increases their strength in the market. Further, over the past several years, an ever-increasing number of investment funds have been formed (and many existing funds have grown in size) for the purpose of investing in assets and businesses similar to those which SP+ INFRA is targeting. Additional funds, entities or vehicles (including Other Stonepeak Accounts) with similar investment objectives have been and may be formed in the future. Some of these competitors may have more relevant experience, greater financial resources and more personnel than SP+ INFRA and Stonepeak. 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 SP+ INFRA. It is possible that competition for appropriate investment opportunities could increase, which may also require SP+ INFRA potentially to participate in auctions more frequently. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of investment opportunities available to SP+ INFRA and potentially adversely affecting the terms, including price, upon which Investments can be made. SP+ INFRA intends to be selective in its approach to targeting Investments, and there is no guarantee that Investments meeting SP+ INFRA’s investment criteria will be available or all of SP+ INFRA’s Investments will meet such criteria. Purchasers of the Units will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the Investments to be made by SP+ INFRA and, accordingly, will be dependent upon the judgment and ability of the General Partner and the Investment Advisor in sourcing transactions and investing and managing the capital of SP+ INFRA. Additionally, competition for investment opportunities from other investment vehicles has increased on a global scale. Private equity and other funds are making global competition increasingly intense. There can be no assurance that the addition of new sponsors to the market will not occur, and, if it does occur, could intensify this effect. Furthermore, there can be no assurance that SP+ INFRA will be able to locate, acquire, complete and exit Investments that satisfy SP+ INFRA’s rate of return or investment objectives, or realize upon their values, or that it will be able to fully invest its committed capital. In addition, Stonepeak’s investment strategies in certain Investments may depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that Stonepeak’s current relationship with any such partner or operator will continue (whether on currently applicable terms or otherwise) with respect to SP+ INFRA 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 SP+ INFRA.

The General Partner and Investment Advisor will face conflicts of interest as a result of, among other things, the allocation of investment opportunities among the Fund and Other Stonepeak Accounts, the allocation of time and attention of its investment professionals and the substantial compensation that will be paid to Stonepeak. Potential conflicts of interests may include, but are not limited to:

See “Item 1A. Risk Factors—Potential Conflicts of Interest” including “—Investments in and Alongside Other Stonepeak Accounts Generally,” “—Investments in Which Other Stonepeak Accounts Have a Different Principal Interest Generally,” “—Joint Investments,” “—Conflicting Fiduciary Duties to Other Stonepeak Accounts” and “Broken Deal Expenses” for more information on the conflicts of interest we may face.

SP+ INFRA does not have the exclusive unconditional right to any investment opportunity. Accordingly, Stonepeak is under no obligation to offer investment opportunities to SP+ INFRA and may choose to allocate all or any part of any opportunity to an Other Stonepeak Account or any business in which Stonepeak has invested, in accordance with its allocation policy. The General Partner and its Affiliates will, from time to time, be presented with investment opportunities that fall within the investment objective of SP+ INFRA and an Other Stonepeak Account now existing or to be formed in the future in accordance with the Fund LPA. Situations where an investment may be shared or allocated away from SP+ INFRA may also arise as a result of the fact that the General Partner and its Affiliates have the ability to, and are expected to, form, sponsor, and / or manage other limited partnerships or pooled investment vehicles, including funds that are for Stonepeak’s own account or managed by Stonepeak for the account of another. Such investment funds may be ancillary or accretive to, or otherwise supplement, SP+ INFRA’s investment program, including, without limitation, the establishment of securitized vehicles or trading vehicles. The investment objectives of such Other Stonepeak Accounts may be a subset of, overlap significantly with, or be more narrowly focused (e.g., focusing on one asset class, sector and / or one geographic region) than the investment objectives of SP+ INFRA, and allocations of relevant investment opportunities will be made to such Other Stonepeak Accounts on a priority basis. Moreover, Stonepeak may establish Other Stonepeak Accounts or other vehicles that would otherwise be Other Stonepeak Accounts but for the fact that the vehicles will not target multiple investments and / or are publicly-offered (e.g., a special purpose acquisition vehicle), and this is the case even though the initial target company may make additional add-on acquisitions. Such Other Stonepeak Accounts may be sponsored and managed by the General Partner or its Affiliates and may participate alongside SP+ INFRA with respect to investments within such narrower focus, limitation or shared investment objectives (which may reduce, in whole or in part, the allocation thereof to SP+ INFRA). Unitholders should expect that not all of the investment opportunities suitable for SP+ INFRA will be presented to SP+ INFRA. Investment opportunities that might otherwise fall within the investment objectives of SP+ INFRA or its strategy will be allocated to Other Stonepeak Accounts (in whole or in part). In addition, certain Other Stonepeak Accounts have investment objectives, and a history of investing in investments that are a subset of or overlap with the investment objectives of SP+ INFRA’s investment program.

The Lux Fund will generally invest alongside the Fund in Investments on substantially the same terms as the Fund, unless the Investment Advisor determines in good faith that different terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Fund and the Lux Fund will generally also dispose of each such Investment at the same time and on substantially the same terms, unless the Investment Advisor determines in good faith that different terms are reasonably necessary for legal, tax, regulatory or certain other operational requirements. Furthermore, it is expected that the Fund and the Lux Fund will participate in all or substantially all of their investments through a combined investment structure using shared Intermediate Entities. The Fund’s and the Lux Fund’s percentage interests in each shared Intermediate Entity and in each investment held thereby will be determined based on their proportionate share of interests in such Intermediate Entity, which will be subject to adjustment based on, among other things, subscriptions and repurchases. Notwithstanding the above, to the extent the Investment Advisor determines in its sole discretion that each of the Fund and the Lux Fund should participate in one or more of their investments through distinct investment structures rather than through shared Intermediate Entities, investments will generally be allocated between the Fund and the Lux Fund in good faith and on a fair and reasonable basis in accordance with the paragraph immediately below. When using distinct investment structures, investors should also note that rebalancings or readjustments between the Fund and the Lux Fund are not expected to occur frequently (or at all), and investment allocations will generally be fixed at the outset. Please see “Item 1A. Risk Factors—Potential Conflicts of Interest—Allocation of Investment Opportunities” for additional information regarding the Lux Fund.

Additionally, Stonepeak will generally determine the relative allocation of investment opportunities between the Fund Program and Other Stonepeak Accounts on a basis that Stonepeak believes in good faith to be fair and reasonable and consistent with Stonepeak’s allocation policy (which will be updated from time to time). Among the factors Stonepeak considers in making investment allocations between the Fund Program and Other Stonepeak Accounts are the following: (i) any applicable investment parameters, limitations and other terms of the Fund Program and such Other Stonepeak Accounts, (ii) the Fund Program and such Other Stonepeak Accounts having available capital with respect thereto and (iii) legal, tax, regulatory, accounting, and other considerations deemed relevant by the General Partner (including, without limitation, the specific nature, size, terms, sourcing and type of an Investment, relative investment strategies and primary investment mandates, policies, portfolio diversification concerns, contractual obligations, applicable investment limitations, relative amounts of available capital for each investment fund, source of the investment opportunity, the investment focus of each investment fund, the expected risk-return profile, the anticipated holding period, the anticipated cash yield and remaining investment periods, co-investment and co-underwriting arrangements, the extent of involvement of the respective teams of investment professionals dedicated to the Fund Program and Other Stonepeak Accounts, and other relevant considerations). Moreover, under certain circumstances, investment opportunities sourced and/or identified by Stonepeak and that fall within the Fund Program’s investment strategy and objective are expected to be allocated on a priority basis in whole or in part to portfolio companies of the Fund Program, Other Stonepeak Accounts, portfolio companies of Other Stonepeak Accounts and/or Stonepeak. See “Item 1A. Risk Factors—Potential Conflicts of Interest—Allocation of Investment Opportunities” for more information.

The Fund may employ borrowings for any purpose, including to manage liquidity and to fund all or a portion of the capital necessary for an investment and leverage may be used more heavily in certain investment strategies. The Fund may also borrow to satisfy repurchase requests. Where the Fund borrows for purposes of satisfying repurchase requests, it will look to repay such amounts as soon as is reasonably practicable having regard to the interest of Unitholders as a whole.

The Fund will typically seek to ensure that it does not incur indebtedness through credit facilities via specialized institutions, banks or Affiliates of the Investment Advisor or other arrangements that would cause its Leverage Ratio (defined below) to exceed 30%. No remedial action will be required if the Leverage Limit is exceeded for any reason other than the incurrence of an increase in indebtedness (including the exercise of rights attached to an Investment).

For purposes of determining the Aggregate Net Leverage, the Investment Advisor shall use the principal amount of borrowings, and not the valuations of the Fund’s borrowings, and may, in its sole discretion, determine which securities and other instruments are deemed to be cash equivalents. For the avoidance of doubt, the Leverage Limit does not apply to (i) indebtedness incurred by an Intermediate Entity (including, for the avoidance of doubt, any Aggregator and any Lower Fund) or portfolio company that is not recourse to the Fund, (ii) guarantees of indebtedness, (iii) “bad boy” guarantees or (iv) other related liabilities that are not recourse indebtedness for borrowed money.

The Fund may use leverage and incur indebtedness opportunistically and may choose to increase or decrease its leverage and indebtedness, or use different types or combinations of leveraging and borrowing instruments, at any time based on the Fund’s assessment of market conditions and the investment environment.

The Fund may, but is not obligated to, engage in hedging transactions for the purpose of efficient portfolio management. The Investment Advisor may review the hedging policy of the Fund from time to time depending on movements and projected movements of the relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Fund at the relevant time. See “Item 1A. Risk Factors—Financial Leverage” for more information on risks associated with leverage.

SP+ INFRA has been established, and is expected to continue, for an indefinite period of time. As part of SP+ INFRA’s indefinite term structure, investors may request the repurchase of their Units on a quarterly basis (as further discussed below). See “—Repurchase Program” below for more information regarding repurchases.

We will be and we will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the 1933 Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our Units that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). We cannot predict if investors will find our Units less attractive because we may rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.

We intend to adopt a distribution reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the General Partner on behalf of our Unitholders who do not elect to receive their distributions in cash as provided below. As a result, if the General Partner authorizes, and we declare, a cash distribution, then our Unitholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional Units as described below, rather than receiving the cash distribution. Distributions on fractional Units will be credited to each participating Unitholder’s account to three decimal places. Units received through the distribution reinvestment plan will not be subject to the Early Repurchase Deduction.

No action is required on the part of a Unitholder to have his, her or its cash distribution reinvested in our Units. Unitholders can elect to “opt out” of the Fund’s distribution reinvestment plan in their subscription documents (other than clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan). Clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Units.

If any Unitholder initially elects not to participate, such Unitholder may later become a participant by subsequently completing and executing an enrollment form or any distribution authorization form as may be available from the Fund, SS&C Technologies, Inc. or SS&C GIDS, Inc. (the “Plan Administrator”). Participation in the distribution reinvestment plan will begin with the next distribution payable after acceptance of a participant’s subscription, enrollment or authorization. Units will be purchased under the distribution reinvestment plan as of the first calendar day of the month following the record date of the distribution.

If a Unitholder seeks to terminate its participation in the distribution reinvestment plan, notice of termination must be received by the Plan Administrator five business days in advance of the first calendar day of the next month in order for a Unitholder’s termination to be effective for such month. Any transfer of Units by a participant to a non-participant will terminate participation in the distribution reinvestment plan with respect to the transferred Units. If a participant elects to have its Units repurchased in full, any Units issued to the participant under the Plan subsequent to the expiration of the repurchase offer will be considered part of the participant’s prior tender, and participant’s participation in the distribution reinvestment plan will be terminated as of the last calendar day of each month (a “Valuation Date”) of the applicable repurchase offer. Any distributions to be paid to such Unitholder on or after such date will be paid in cash on the scheduled distribution payment date.

If you elect to opt out of the distribution reinvestment plan, you will receive any distributions we declare in cash. There will be no upfront Subscription Fees (as defined below) charged to you if you participate in the distribution reinvestment plan for Units received pursuant to the distribution reinvestment plan. We will pay the Plan Administrator fees under the distribution reinvestment plan. If your Units are held by a broker or other financial intermediary, you may change your election by notifying your broker or other financial intermediary of your election.

The purchase price for Units purchased under our distribution reinvestment plan will be equal to the most recent available NAV per share for such Units at the time the distribution is payable. Units issued pursuant to our distribution reinvestment plan will have the same voting rights as the Units offered pursuant to this Registration Statement.

At the discretion of the General Partner, the Fund will implement the Repurchase Program in which it expects to periodically offer to repurchase up to 5% of Units outstanding (either by number of Units or aggregate NAV). Repurchase offers are expected to commence in the quarter following the quarter of the Initial Closing Date. The General Partner may amend or suspend the Repurchase Program if in its reasonable judgment it deems such action to be in the Fund’s best interest and the best interest of Unitholders, including, but not limited to, regulatory or structuring reasons or as necessary to ensure that the Fund is not subject to tax as a corporation; provided that any such suspension or material modification shall be subject to the approval of the Independent Directors. As a result, Unit repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Fund’s liquidity, adversely affect its operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act, but may also determine to conduct the Repurchase Program pursuant to applicable guidance or relief from the SEC staff.

Under the Repurchase Program, to the extent the Fund offers to repurchase Units in any particular quarter, the Fund expects to repurchase Units pursuant to quarterly tender offers using a purchase price equal to the NAV per Unit as of a date specified in the repurchase offer. The Fund expects that settlements of repurchases will be made promptly after the termination of the repurchase offer and may be made in the form of a short-term promissory note or cash.

In the event that the Fund determines to repurchase some but not all of the Units submitted for repurchase during any quarter, Units submitted for repurchase during such quarter will be repurchased on a pro rata basis after the Fund has repurchased all Units for which repurchase has been requested due to death, qualifying disability or divorce and other limited exceptions. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the Repurchase Program, as applicable. The Fund will have no obligation to repurchase Units, including if the repurchase would violate the restrictions on distributions under any applicable law or regulation. The limitations and restrictions described above may prevent the Fund from accommodating all repurchase requests made in any quarter. Any exchange of a Class of Units for an equivalent aggregate NAV of another Class of Units will not be subject to, and will not be treated as, repurchases for the calculation of, the 5% quarterly calculation on repurchases and will not be subject to the Early Repurchase Deduction. For the avoidance of doubt, if a Unitholder’s repurchase request is pro-rated in a quarterly repurchase offer, the Unitholder will remain in the distribution reinvestment plan unless such Unitholder has “opted out” of the distribution reinvestment plan.

Any repurchase request of Units that have not been outstanding for at least two years will be subject to an early repurchase deduction equal to 5% of the value of the applicable NAV of the Units being repurchased (the “Early Repurchase Deduction”) for the benefit of the Fund and therefore indirectly the investors participating in the Fund (including the Unitholders). The two-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date.

The General Partner may, from time to time, waive the Early Repurchase Deduction in its discretion, including without limitation in the case of repurchases resulting from death, qualifying disability, divorce, the rebalancing of a model portfolio sponsored by a financial intermediary, trade or operational errors and in certain other circumstances. Units received through the distribution reinvestment plan will not be subject to the Early Repurchase Deduction. In addition, Units may be sold to the Feeder Fund or Parallel Funds, primarily created to hold the Fund’s Units that in turn offer interests in the Feeder Fund or Parallel Funds to non-U.S. persons. For the Feeder Fund or Parallel Funds and similar arrangements in certain markets, the Fund may not apply the Early Repurchase Deduction to the Feeder Fund or Parallel Funds or underlying investors, often because of administrative or systems limitations.

All questions as to the applicability of the Early Repurchase Deduction to specific facts and the validity, form, eligibility (including time of receipt of required documents) of a qualification for an exemption from the Early Repurchase Deduction will be determined by the General Partner, in its sole discretion, and its determination shall be final and binding.

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the General Partner, the Investment Advisor or their affiliates pursuant to the terms of the Investment Advisory Agreement and the Fund LPA. See “Item 1(c). Description of Business—Investment Advisory Agreement” and “—Fund LPA.”

The Fund expects to conduct a continuous private offering of its Units in reliance on exemptions from the registration requirements of the 1933 Act to investors that are both (i) accredited investors (as defined in Regulation D under the 1933 Act) and (ii) qualified purchasers (as defined in the 1940 Act and rules thereunder). Subscriptions for Units may be made on an ongoing basis, but will only be accepted as of the first calendar day of each month (a “Subscription Date”), unless the General Partner determines otherwise. For the avoidance of doubt, this Registration Statement does not constitute an offer, and an offering may only be made by the Fund’s private placement memorandum.

We will file our annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are filing this Registration Statement with

We intend to make available on our website, when available, our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K. The SEC also maintains a website (www.sec.gov) that contains such information. Our website will contain additional information about our business, but the contents of the website are not incorporated by reference in or otherwise a part of this Registration Statement.

From time to time, we may use our website as a distribution channel for material company information. Financial and other important information regarding us will be routinely accessible thorough and posted on our website.

This summary discusses certain U.S. federal income tax considerations relating to an investment in SP+ INFRA. This discussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), on the regulations promulgated thereunder and on published administrative rulings and judicial decisions now in effect, all of which are subject to change or different interpretation, possibly with retroactive effect. This discussion is necessarily general and may not apply to all categories of investors, some of which, such as banks, thrifts, insurance companies, dealers and other investors that do not own their Units as capital assets and investors required to accelerate the recognition of any item of gross income with respect to SP+ INFRA or its investments as a result of such income being recognized on an applicable financial statement, may be subject to special rules. Tax-exempt organizations and Non-U.S. Unitholders (as defined below) are discussed separately below. The actual tax consequences of the purchase and ownership of Units in SP+ INFRA will vary depending upon the investor’s circumstances.

For purposes of this discussion, a “U.S. Person” or a “U.S. Unitholder” is an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes, a corporation or an entity treated as a corporation for such purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (1) it is subject to the primary supervision of a court within the United States and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. Person. A “Non-U.S. Person” is a person that is not a U.S. Person, and a “Non-U.S. Unitholder” is a Unitholder (other than a partnership) that is not a U.S. Person.

The Feeder Fund will be treated as a partnership for U.S. federal income tax purposes and will invest in SP+ INFRA indirectly through one or more U.S. and non-U.S. Corporations. An investment in the Feeder Fund by a Unitholder is not expected give rise to either ECI or UBTI.

If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds Units, the tax treatment of a partner will generally depend upon the status of the partner in the partnership and the activities of the partnership. Partners of a partnership holding Units in SP+ INFRA should consult their own tax advisors. This discussion does not constitute tax advice and is not intended to substitute for tax planning.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES OF THE PURCHASE AND OWNERSHIP OF INTERESTS IN SP+ INFRA.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership.” The General Partner intends to operate each of the Fund and the Feeder Fund so that it will not be a publicly traded partnership, although no assurances can be given. Subject to the discussion of partnership audits below under “Other Matters,” an organization that is classified as a partnership for U.S. federal income tax purposes is generally not subject to U.S. federal income tax itself, although it must file an annual information return.

However, in the absence of a ruling from the U.S. Internal Revenue Service (the “IRS”) (which SP+ INFRA does not intend to obtain), there can be no assurance that the IRS will not attempt to recharacterize either the Fund or the Feeder Fund as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. If either the Fund or the Feeder Fund were determined to be taxable as a corporation, it would be taxable on its earnings at the corporate income tax rate and any distributions to the partners would be taxable as dividends to the Unitholders to the extent of the earnings and profits of the Fund or the Feeder Fund, as applicable. In any event, significant amounts of the assets of the Fund and the Feeder Fund are expected to be held through entities taxable as corporations for U.S. federal income tax purposes and are expected to be subject to U.S. corporate federal (and applicable state and local) income tax. The remainder of this discussion assumes that each of the Fund and the Feeder Fund will be treated as a partnership for U.S. federal income tax purposes.

Each U.S. Unitholder will be required to take into account, as described below, its distributive share of each item of SP+ INFRA’s income, gain, loss, deduction and credit for each taxable year of SP+ INFRA ending with or within the U.S. Unitholder’s taxable year. See “—Allocations of Income, Gain, Loss and Deduction” below. Generally, each item will have the same character and the same source (either U.S. or foreign), as though the U.S. Unitholder realized the item directly. U.S. Unitholders must report those items regardless of the extent to which, or whether, they receive cash distributions from SP+ INFRA for such taxable year. Moreover, SP+ INFRA may invest (directly or indirectly) in certain securities, such as original issue discount obligations or preferred stock with repurchase or repayment premiums, or in stock of certain types of foreign corporations, such as a “controlled foreign corporation” or “passive foreign investment company” (each as defined below), that could cause SP+ INFRA, and consequently, the U.S. Unitholders, to recognize taxable income without receiving any cash. Thus, taxable income allocated to a U.S. Unitholder may exceed cash distributions, if any, made to such Unitholder, and no assurance can be given that SP+ INFRA will be able to make cash distributions to cover such tax liabilities as they arise, in which case such Unitholder would have to satisfy tax liabilities arising from any investment in SP+ INFRA from a Unitholder’s own funds. Accordingly, the Unitholders should ensure that they have sufficient cash flow from other sources to pay all tax liabilities resulting from the Unitholder’s ownership of Units in SP+ INFRA. Investment in a “passive foreign investment company” could also, in the absence of a specific election, cause a U.S. Unitholder to pay an interest charge on taxable income that is treated as having been deferred. If SP+ INFRA’s preparation of its return is delayed, it may be advisable for Unitholders to request extensions for filing their own income tax returns.

With respect to non-corporate Unitholders, certain dividends paid by a corporation, including certain qualified foreign corporations, may be subject to reduced rates of taxation (subject to holding period and other requirements). A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of specified income tax treaties with the United States. In addition, a non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradable on an established securities market in the United States. Non-corporate Unitholders will not be eligible for reduced rates of taxation on any dividends if the payor is a “passive foreign investment company” in the taxable year in which such dividends are paid or in the preceding taxable year. Prospective Unitholders should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances.

Gain or loss recognized by a U.S. Unitholder upon the disguised sale of Units generally will be taxable as capital gain or loss and will be long-term capital gain or loss if the Units were held for more than one year as of the date of the sale. Long-term capital gains recognized by individuals and certain other non-corporate taxpayers generally are subject to U.S. federal income tax at reduced tax rates. Short-term capital gains recognized by non-corporate taxpayers, and all capital gains recognized by corporate taxpayers, generally are taxed at ordinary income rates. Capital losses are subject to a number of limitations under the Code. Each U.S. Unitholder who acquired our Units at different times and intends to tender pursuant to the Repurchase Program all or a portion of our Units within a year of the most recent purchase should consult its own tax adviser regarding the application of certain “split holding period” rules to such sale and the treatment of any gain or loss as long-term or short-term capital gain or loss.

The application of the foregoing rules to U.S. Unitholders participating in the Repurchase Program is complex and subject to uncertainty. Tendering U.S. Unitholders should consult their own tax advisers regarding the application of the foregoing rules to them in light of their particular circumstances.

Controlled Foreign Corporations. If a United States Person, including any U.S. Unitholder, owns actually or constructively at least 10% of the voting stock or value of a foreign corporation, such United States Person is considered a “United States Shareholder” with respect to the foreign corporation. If United States Shareholders in the aggregate own more than 50% of the voting power or value of the stock of such corporation, the foreign corporation will be classified as a “controlled foreign corporation” (a “CFC”). For this purpose, each non-U.S. investment fund in which SP+ INFRA invests generally will be regarded as transparent, and SP+ INFRA will be deemed to own its proportionate share of any stock of a non-U.S. corporation that is owned directly or indirectly by such non-U.S. investment fund. If SP+ INFRA or a U.S. investment fund in which SP+ INFRA invests, as the case may be, owns an interest in a non-U.S. corporation, SP+ INFRA or such U.S. investment fund, as the case may be, will be treated as a United States Shareholder of any non-U.S. corporation in which its share ownership reaches this 10% threshold. If the corporation qualifies as a CFC at any time during the taxable year, the United States Shareholders of the CFC may be subject to current U.S. tax on certain types of income of the foreign corporation

Passive Foreign Investment Companies. U.S. tax law contains special provisions dealing with “passive foreign investment companies” (“PFICs”). A PFIC is defined as any foreign corporation in which either (i) 75% or more of its gross income for the taxable year is “passive income” or (ii) 50% or more of its assets (by value) produce “passive income.” There are no minimum stock ownership requirements for PFICs. Once a corporation qualifies as a PFIC with respect to a U.S. shareholder, it is, subject to certain exceptions, always treated as a PFIC with respect to such shareholder, regardless of whether it satisfies either of the qualification tests in subsequent years. If SP+ INFRA were to invest in a PFIC, any gain on disposition of stock of the PFIC as well as income realized on certain “excess distributions” by the PFIC, would be treated as though realized ratably over the shorter of a U.S. Unitholder’s holding period of its Units or SP+ INFRA’s holding period for the PFIC. Such gain or income would be taxed as ordinary income. In addition, an interest charge would be imposed on the U.S. Unitholder based on the tax treated as deferred from prior years. If SP+ INFRA were to invest in a PFIC and SP+ INFRA elected to treat its interest in the PFIC as a “qualified electing fund” (a “QEF”) under the Code, in lieu of the foregoing treatment, such U.S. Unitholder would be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified fund, even if not distributed to SP+ INFRA or the Unitholders. In order to make such election, the PFIC must, among other things, supply the IRS with an information statement. If a non-U.S. portfolio entity is indirectly held by SP+ INFRA through its ownership in a U.S. investment fund in which SP+ INFRA holds interests, that U.S. investment fund (and not SP+ INFRA) must make a QEF election in order for SP+ INFRA’s U.S. Unitholders to be subject to the tax treatment described immediately above. Recently proposed U.S. Treasury Regulations would require that a U.S. Unitholder, rather than SP+ INFRA, make the QEF election. These proposed regulations would generally apply prospectively to taxable years beginning on or after the date the proposed regulations are finalized, and any pre-existing QEF election made by SP+ INFRA (or any U.S. alternative investment vehicle treated as a partnership for U.S. federal income tax purposes) prior to that date would continue for any U.S. Unitholder that owns an interest in a PFIC through SP+ INFRA on the date the proposed regulations are finalized. Alternatively, an election may be made in the case of certain “marketable stock” to “mark to market” the stock of a PFIC on an annual basis. Pursuant to such an election, a U.S. Unitholder would include in income each year as ordinary income the excess, if any, of the fair market value of the stock at the end of the taxable year over SP+ INFRA’s adjusted basis and will be permitted an ordinary loss deduction in respect of the excess, if any, of the adjusted basis of the stock over its fair market value at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the election). There can be no assurance that a company in which SP+ INFRA or an investment fund in which SP+ INFRA holds interests invests will not qualify as a PFIC, that a PFIC in which SP+ INFRA or an investment fund in which SP+ INFRA holds interests does invest will provide the information necessary for a QEF election to be made or that stock of a PFIC will qualify as “marketable stock.” SP+ INFRA will generally seek to avoid investing directly in PFICs in order to streamline tax reporting to investors and may instead hold such entities through U.S. Corporations.

Certain Reporting Requirements. U.S. Unitholders may be subject to substantial penalties if they fail to comply with special information reporting requirements with respect to their investments in the Fund or the Feeder Fund. In addition, United States Persons that own stock in foreign corporations, including CFCs and PFICs, are subject to special reporting requirements under the Code.

Taxpayers engaging in certain transactions, including certain loss transactions above a threshold, may be required to include tax shelter disclosure information with their annual U.S. federal income tax return. It is possible that the Fund or the Feeder Fund may engage in transactions that subject the Fund or the Feeder Fund and potentially its Unitholders to such disclosure. A Unitholder disposing of an interest in the Fund or the Feeder Fund at a taxable loss may also be subject to such disclosure.

U.S. individuals (and possibly certain entities) must file certain information with their annual U.S. federal income tax return regarding interests they hold in foreign entities or accounts worth more than $50,000 at the end of the year or more than $75,000 at any time during the year. If the General Partner were to offer a structure where U.S. Unitholders own their investment in SP+ INFRA through a non-U.S. entity, it is possible any such U.S. Unitholders would be subject to such information reporting. In addition, a separate obligation to file an annual Report of Foreign Bank and Financial Accounts (an “FBAR”) applies to any United States person who has a financial interest in, or signature or other authority over, non-U.S. financial accounts worth more than $10,000 at any time during the year. The FBAR regulations continue to reserve on the application of the FBAR rules to ownership by a United States Person of an interest in a foreign private fund entity. Depending on the nature of future guidance, if the General Partner were to offer a structure where U.S. Unitholders own their investment in SP+ INFRA through a non-U.S. entity, it is possible any such U.S. Unitholders would also be subject to the FBAR filing requirements. Potential investors should discuss the application of the above rules with their own advisers in light of their individual circumstances.

Prospective U.S. Unitholders should consult their own tax advisors regarding the above reporting requirements.

If a tax-exempt entity’s acquisition of an interest in a partnership is debt-financed, or a partnership incurs “acquisition indebtedness” that is allocated to the acquisition of a partnership investment, then UBTI may include a percentage of gross income (less the same percentage of deductions) derived from such investment regardless of whether such income would otherwise be excluded as dividends, interest, rents, gain or loss from sale of eligible property, or similar income. SP+ INFRA expects to incur debt either directly or through the investment funds in which SP+ INFRA invests, which could generate UBTI for U.S. tax-exempt Unitholders (given that generally debt incurred by a partnership is attributed to its partners). In addition, SP+ INFRA or the entities through which it invests may earn operating income that would be UBTI if earned by a U.S. tax-exempt Unitholder directly. Due to the anticipated operations of SP+ INFRA, it is possible that SP+ INFRA will incur income treated as UBTI. In addition, U.S. tax-exempt Unitholders may not be permitted to offset losses from one trade or business against the income or gain from another trade or business (even if those trades or businesses are both conducted by SP+ INFRA). Each tax-exempt investor is urged to consult with its own tax counsel as to the U.S. federal income tax consequences as a result of incurring UBTI.

In order to mitigate the incurrence of UBTI for U.S. tax-exempt investors (and ECI for Non-U.S. Unitholders), the General Partner has formed the Feeder Fund, which will be treated as a partnership for U.S. federal income tax purposes and will invest in the Fund indirectly through one or more U.S. and non-U.S. Corporations. As a result, investors that invest through the Feeder Fund will generally derive returns from such investments in the form of dividends or capital gain, which are generally excluded from UBTI so long as such investors’ acquisition of interests in a Feeder Fund is not debt-financed. Moreover, debt incurred by the Fund would generally be allocated to the Feeder Fund and not to its owners. Although it is possible that the IRS could seek to disregard the Feeder Fund and apply the debt-financed property or other UBTI rules to tax-exempt investors, the Fund believes such treatment should not apply. A tax-exempt investor is not expected to incur UBTI solely by reason of an investment in the Feeder Fund.

A non-U.S. Corporation through which the Feeder Fund invests will generally be subject to the U.S. federal income tax treatment described below under “Taxation of Non-U.S. Unitholders.” Thus, gains from the sale of stock or securities generally are not subject to U.S. federal income tax and the exemption of interest income under the portfolio interest rules would apply to a non-U.S. Corporation to the extent so described below. However, dividends and effectively connected income (including gains from the sale of United States real property interest) are subject to U.S. federal income tax. Significant amounts of the assets of the Feeder Fund are expected to be held through one or more Corporations and significant incremental tax may be incurred from the use of such Corporations. When determining whether to invest in Fund through the Feeder Fund, U.S. tax-exempt Unitholders (and Non-U.S. Unitholders) should consider the taxes imposed on the Feeder Fund as compared to any tax on UBTI (or ECI) that may arise from the Investments.

If a U.S. tax-exempt Unitholder is not otherwise taxable under the UBTI provisions with respect to its Units in the Feeder Fund (for example, as debt-financed income), it would not generally be subject to tax under the PFIC rules or the CFC rules. U.S. tax-exempt Unitholders should consult their own tax advisors as to the application of the above rules to their particular situations.

Private foundations should consult their own tax advisors regarding the excess business holdings provisions and all other aspects of Chapter 42 of the Code as they relate to an investment in the Fund, including the level of UBTI that a private foundation may generate as a result of an investment in the Fund. Private foundations should consult their own tax advisors regarding the tax consequences of an investment in the Fund.

Certain tax-exempt investors may be subject to an excise tax if the Fund engages in a “prohibited tax shelter transaction” or a “subsequently listed transaction” within the meaning of Section 4965 of the Code. In addition, if the Fund engages in a “prohibited tax shelter transaction,” tax-exempt investors may be subject to substantial penalties if they fail to comply with special disclosure requirements and managers of such tax-exempt investors may also be subject to substantial penalties. Although the Fund does not expect to engage in any such transaction, the rules are subject to interpretation and therefore there can be no assurance that the rules of Section 4965 of the Code will not apply to a tax-exempt Unitholder. Tax-exempt Unitholders should consult their own tax advisors regarding these rules.

To the extent the Fund or an investment fund the Fund holds interests in is engaged in a U.S. trade or business for U.S. federal income tax purposes, the Fund would be required to withhold and pay over to the U.S. tax authorities a percentage equal to the highest applicable U.S. tax rate of each Non-U.S. Unitholder’s distributive share of Fund’s income that is effectively connected with such trade or business, and each Non-U.S. Unitholder would be required to file U.S. tax returns and pay U.S. tax on its share of the Fund’s net effectively connected income. In such a case, all or a portion of the gain on the disposition (including by repurchase) by a Non-U.S. Unitholder of its interests may be taxed as effectively connected income to the extent such gain is attributable to assets of the Fund that generate

Further, it is likely that the Fund will recognize gain from the sale of assets that are United States real property interests. Regardless of whether the Fund’s activities constitute a trade or business giving rise to U.S. “effectively connected” income, under provisions added to the Code by the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), Non-U.S. Unitholders (other than certain qualified foreign pension funds and entities wholly owned by qualified foreign pension funds) are taxed on the gain derived from the dispositions of U.S. real property interests (including gain allocated to a Non-U.S. Unitholder upon a sale of such property interests by the Fund). A U.S. real property interest includes an interest in a U.S. real property holding corporation. Under FIRPTA, Non-U.S. Unitholders treat gain or loss from dispositions of U.S. real property interests as if the gain or loss were “effectively connected” with a U.S. trade or business and, therefore, are required to pay U.S. taxes at regular U.S. rates on such gain or loss. As a result, Non-U.S. Unitholders that receive income allocations from the sale of a U.S. real property interest may be required to file a U.S. federal income tax return and may be subject to U.S. federal income tax at regular U.S. rates on a sale, exchange, or other disposition of such U.S. real property interest. Generally with respect to gain attributable to the Fund’s sale of a U.S. real property interest that is allocated to a Non-U.S. Unitholder, the Fund will be required to withhold at the highest rate of income tax applicable to each Non-U.S. Unitholder based on the status of such Non-U.S. Unitholder. As a result, a Unitholder which is a non-U.S. corporation may bear significant U.S. tax. Also, gain attributable to the Fund’s sale of a U.S. real property interest may be subject to a 30% branch profits tax (as discussed above).

Each Non-U.S. Unitholder is expected to participate in the Fund through the Feeder Fund, as defined above. Such Feeder Fund will invest in the Fund through one or more Corporations, which will be subject to corporate income tax and branch profits tax on ECI, and dividend withholding on non-ECI, as applicable. Significant amounts of the assets of the Feeder Fund are expected to be held through one or more Corporations and significant incremental tax may be incurred from the use of such Corporations including any income that is effectively connected with a U.S. trade or business (including the sale of a U.S. real property interest) that is allocated to a non-U.S. Corporation through which the Feeder Fund invests. Consequently, an investment through a Feeder Fund will not reduce the U.S. federal income tax liability associated with an investment in the Fund but it is expected to reduce the administrative burdens associated with filing U.S. tax returns with respect to such an investment.

In general, neither the Fund nor the Non-U.S. Unitholders who are not themselves engaged in a U.S. trade or business (or deemed to be engaged in a U.S. trade or business through an investment fund in which the Fund holds interests) will be subject to any U.S. tax with respect to gains from the sale of stock or debt securities held for investment, provided that such gains are not effectively connected to the conduct of a U.S. trade or business by the Fund. However, a non-resident individual present in the U.S. for 183 or more days in the taxable year of the sale, calculated by taking account a portion of the days such individual was present in the United States in the preceding two years, would be taxed by the U.S. on any such gain if either (a) such individual’s tax home for U.S. federal income tax purposes is in the U.S., or (b) the gain is attributable to an office or other fixed place of business maintained in the U.S. by such individual. In addition, special rules would apply to dispositions of “United States real property interests” which include stock in a U.S. corporation 50% or more of the assets of which consist of U.S. real property. Special rules may also apply in the case of non-U.S. investors: (i) that have an office or fixed place of business in the U.S.; or (ii) that are former citizens of the U.S., CFCs, PFICs and corporations which accumulate earnings to avoid U.S. federal income tax. Such persons are urged to consult their U.S. tax advisors before investing in the Fund.

The Fund will make investments that generate U.S. source interest or dividends. The Fund would not generally be required to withhold tax on portfolio interest income. Portfolio interest generally includes (with certain exceptions) interest paid on registered obligations with respect to which the beneficial owner provides a statement that it is not a United States Person. The portfolio interest exemption is not available with respect to interest paid to a 10% shareholder of the issuer of the indebtedness and is subject to certain other limitations. In addition, certain types of “contingent interest” (generally, interest the amount of which is determined by the receipts, sales, cash flow, income or profits of the debtor or a related person, or by dividends or partnership distributions made by the debtor

U.S. federal income tax audits of partnerships are conducted at the partnership level, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under such alternative procedure, if elected, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If the Fund or the Feeder Fund is able to and in fact elects this alternative procedure for a given adjustment, the amount of taxes for which such persons will be liable will be increased by any applicable penalties and a special interest charge.

There can be no assurance that the Fund or the Feeder Fund will be eligible to make such an election or that it will, in fact, make such an election for any given adjustment. If the Fund or the Feeder Fund does not or is not able to make such an election, then (1) the then-current Unitholders, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Fund or the Feeder Fund elected the alternative procedure, and (2) a given Unitholder may indirectly bear taxes attributable to income allocable to other Unitholders or former Unitholders, including taxes (as well as interest and penalties) with respect to periods prior to such Unitholder’s ownership of interests in the Fund or the Feeder Fund. Accordingly, it is possible that a Unitholder will bear tax liabilities unrelated to its ownership of interests in the Fund or the Feeder Fund. Amounts available for distribution to the Unitholders may be reduced as a result of the Fund’s obligations to pay any taxes associated with an adjustment.

The partnership representative of the Fund or the Feeder Fund will be the only person with the authority to act on behalf the Fund with respect to audits and certain other tax matters and may decide not to elect (or may be unable to elect) the alternative procedure for any particular adjustment. In addition, the Fund, the Feeder Fund and each Unitholder will be bound by the actions taken by the partnership representative on behalf of the Fund or the Feeder Fund, as applicable during any audit or litigation proceeding concerning U.S. federal income taxes.

Prospective investors should consult their own tax advisors regarding all aspects of these rules as they affect their particular circumstances.

A tax return preparer may not sign a return without itself incurring a penalty unless either in its view each position taken on such return is more likely than not to be sustained if challenged by the IRS or such position is separately disclosed on the return. The Fund may adopt positions that require such disclosure, which may increase the likelihood the IRS will examine the Fund’s tax returns, or may forego otherwise valid reporting positions to avoid such disclosure, which may increase the tax payable by a Unitholder.

The following is a summary of certain considerations associated with an investment in the Fund by (i) “employee benefit plans” within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that are subject to Title I of ERISA, (ii) “plans” described in Section 4975 of the Code that are subject to Section 4975 of the Code (including, without limitation, individual retirement accounts and “Keogh” plans), (iii) plans, accounts and other arrangements that are subject to the provisions of any other U.S. or non-U.S. federal, state, local or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Other Plan Laws”), and (iv) entities whose underlying assets are considered to include the assets of any of the foregoing described in clauses (i), (ii), (iii) and (iv) (each of the foregoing described in clauses (i), (ii), (iii) and (iv) referred to herein as a “Plan”).

In considering an investment in the Fund of a portion of the assets of any Plan, a fiduciary should determine, particularly in light of the risks and lack of liquidity inherent in an investment in the Fund, whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Other Plan Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Other Plan Laws. Furthermore, absent an exemption, the fiduciaries of a Plan should not invest in the Fund with the assets of any Plan if the General Partner, the Investment Advisor or any of their respective Affiliates is a fiduciary with respect to such assets of the Plan. Each prospective investor that is or is acting on behalf of any Plan must independently determine that the Units are an appropriate investment for the Plan, taking into account its obligations under ERISA, the Code and applicable Other Plan Laws, and the facts and circumstances of each investing Plan.

Under ERISA and the regulations promulgated thereunder by the U.S. Department of Labor, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”), when a Benefit Plan Investor acquires an equity interest in an entity that is neither a “publicly-offered security” (within the meaning of the Plan Asset Regulations) nor a security issued by an investment company registered under the 1940 Act, the Benefit Plan Investor’s assets include both the equity interest in such entity and an undivided interest in each of the underlying assets of the entity unless it is established either that (i) less than 25% of the total value of each class of equity interests in the entity is held by Benefit Plan Investors (the “25% Test”) or (ii) the entity is an “operating company,” (each within the meaning of the Plan Asset Regulations). For purposes of the 25% Test, the assets of an entity will not be treated as “plan assets” if, immediately after the most recent acquisition of any equity interest in the entity, less than 25% of the total value of each class of equity interest in the entity is held by Benefit Plan Investors, excluding equity interests held by persons (other than Benefit Plan Investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any Affiliates thereof. Thus, absent satisfaction of another exception under ERISA, if 25% or more of the total value of any class of equity interests of the Fund were held by Benefit Plan Investors, an undivided interest in each of the underlying assets of the Fund would be deemed to be “plan assets” of any Benefit Plan Investor that invested in the Fund.

Under the Plan Asset Regulations, a “publicly-offered security” is a security that is (a) “freely transferable,” (b) part of a class of securities that is “widely held,” and (c) (i) sold to the plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act, and the class of securities of which such security is a part is registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public has occurred, or (ii) is part of a class of securities that is registered under Section 12 of the Exchange Act. The definition of an “operating company” in the Plan Asset Regulations includes, among other things, a Venture Capital Operating Company (“VCOC”). Generally, in order to qualify as a VCOC, an entity must demonstrate on its “initial valuation date” (as defined in the Plan Asset Regulations) and annually thereafter that at least 50% of its assets, valued at cost (other than short-term investments

The Fund will not be an investment company under the 1940 Act. Accordingly, to the extent the Fund does not qualify as a VCOC, the Fund intends to rely on the “publicly offered security” exception or another exception to holding “plan assets” within the meaning of the Plan Asset Regulations, such as the 25% Test, however no assurance can be given in this regard. The Fund currently does not intend to permit Benefit Plan Investors to hold any Class F-1, Class F-2, Class F-3 or Class F-4 Units.

The Units issued by the Feeder Fund are not expected to qualify as “publicly-offered securities” and it is possible that the Feeder Fund may not satisfy the 25% Test, in which case the assets of the Feeder Fund will constitute “plan assets” for purposes of the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA and Section 4975 of the Code or applicable Other Plan Laws. The Feeder Fund is intended to be structured as an intermediate vehicle for purposes of an investment in the Fund with limited discretion with respect to the investment, management and disposition of assets of Feeder Fund. In this regard, when investing in the Fund through the Feeder Fund, each Unitholder will, by making a capital contribution to the Feeder Fund, be deemed to (i) direct the General Partner in its capacity as a general partner of the Feeder Fund to the amount of such capital contribution in the Fund and acknowledge that during any period when the underlying assets of the Feeder Fund are deemed to constitute “plan assets” for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or applicable Other Plan Law, the General Partner of the Feeder Fund will act as a custodian with respect to the assets of the Feeder Fund but is not intended to be a fiduciary with respect to the Feeder Fund for purposes of Title I of ERISA, Section 4975 of the Code or any applicable Other Plan Law, (ii) represent that such capital contribution, and the transactions contemplated by such direction, will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, or a violation of any applicable Other Plan Law and (iii) acknowledge and agree that during any period when the underlying assets of the Feeder Fund are deemed to constitute “plan assets” subject to Title I of ERISA, in satisfaction of any “indicia of ownership” requirements, the general partner of the Feeder Fund will, or will cause an Affiliate of the general partner to, hold the counterpart of

The foregoing discussion is general in nature and is not intended to be all-inclusive. Each Plan fiduciary should consult with its legal advisor concerning the considerations discussed above before making an investment in the Fund or the Feeder Fund. As indicated above, Other Plan Laws governing the investment and management of the assets of Plans such as governmental and non-U.S. plans may contain fiduciary and responsibility and prohibited transaction requirements similar to those under ERISA and the Code. Accordingly, fiduciaries of such Plans, in consultation with their advisors, should consider the impact of their respective laws and regulations on an investment in the Fund and the considerations discussed above, if applicable.

The purchase of Units in SP+ INFRA involves a high degree of risk that should be considered before making any investment. There can be no assurance that SP+ INFRA’s investment objectives will be achieved or that an investor will receive a return of the amount it invested. The possibility of partial or total loss of capital will exist and Unitholders must be prepared to bear capital losses that could result from investments. An investor should only invest in SP+ INFRA as a part of an overall investment strategy and only if the investor is able to withstand a total loss of its investment. The following considerations, among others, should be carefully evaluated before making an investment in SP+ INFRA, however, they should not be seen as an exhaustive list of potential risks or conflicts. Additional risks and uncertainties not currently known to SP+ INFRA, or that have not been noted in this Registration Statement, also may have a negative or adverse effect, which could be material, on the performance of SP+ INFRA and the value of the Units. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence or of their magnitude or significance. Prospective investors are urged to review this Registration Statement carefully and in its entirety and consult with their professional advisors before investing in the Units.

Because SP+ INFRA may invest in and / or alongside certain Other Stonepeak Accounts and Stonepeak, the risk factors described herein may apply to SP+ INFRA’s Direct Investments, Secondary Investments and Primary Commitments in and / or alongside Other Stonepeak Accounts and Stonepeak and all references to SP+ INFRA shall include references to the relevant Other Stonepeak Accounts alongside and through which SP+ INFRA may invest and Stonepeak, as the context so requires. Additionally, many of the risk factors described herein will be applicable in connection with investments made by third-party investment funds and third-party managers in which SP+ INFRA may participate, even if such investments are not specifically discussed in such risk factors. Capitalized terms used but not defined in “Item 1A. Risk Factors” have the meanings given to such terms elsewhere in this Registration Statement.

Recent volatility in the global financial markets and political systems of certain countries may have adverse spill-over effects into the global financial markets generally and U.S. markets in particular. Moreover, a recession,

Prospective investors should note that performance and other numerical information contained in this Registration Statement, including without limitation, market data, have not been updated through the date on the cover. For example, Stonepeak believes that certain market data and information is likely to have recently changed from that included herein, but is not yet available.

Interest Rate Risks. Changes in interest rates may adversely affect SP+ INFRA’s underlying Investments and changes in the general level of interest rates can affect SP+ INFRA’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 General Partner or the Investment Advisor. 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 SP+ INFRA’s ability to generate attractive risk-adjusted investment returns. In order to seek to reduce the interest rate risk inherent in SP+ INFRA’s underlying investments and capital structure, SP+ INFRA 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 SP+ INFRA 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, SP+ INFRA 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, SP+ INFRA’s use of interest rate transactions could enhance or harm the overall performance of SP+ INFRA.

Additionally, there can be no assurances that SP+ INFRA or its portfolio companies will establish banking relationships with multiple financial institutions. SP+ INFRA and its portfolio companies are expected to be subject to contractual obligations to maintain all or a portion of their respective assets with a particular bank (including, without limitation, in connection with a credit facility or other financing transaction). Moreover, the Advisers Act custody rule generally prohibits Stonepeak from transferring SP+ INFRA’s funds to an account of Stonepeak or its related persons. Circumstances could arise where such a bank shows signs of distress or impairment and Stonepeak and portfolio companies would need to decide between (1) moving assets to another bank in breach of such contractual obligations or to an account of Stonepeak or its related persons in potential violation of the Advisers Act custody rule (thereby exposing the Stonepeak client or portfolio companies to breach of contract liability and / or regulatory risk), on the one hand, and (2) honoring the contractual obligations and adhering to the Advisers Act custody rule but running the risk of losing the assets, on the other hand. Either decision could have a material adverse effect on SP+ INFRA or portfolio companies.

In the event of another pandemic or global health crisis like the COVID-19 pandemic, SP+ INFRA’s portfolio companies could experience decreased revenues and earnings, which could adversely impact Stonepeak’s ability to realize value from such Investments and in turn reduce SP+ INFRA’s performance. Investments in certain sectors, including hospitality, location-based entertainment, retail, travel, leisure and events, office and residential, and in certain geographies could be particularly negatively impacted, as was the case during the COVID-19 pandemic. Portfolio companies could also face increased credit and liquidity risk due to volatility in financial markets, reduced

A pandemic or global health crisis can be expected to also pose enhanced operational risks. For example, Stonepeak’s 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, Stonepeak’s 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 SP+ INFRA’s 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.

As a result of a public health emergency like the COVID-19 pandemic, Stonepeak has determined in the past, and may in the future determine, in its discretion, that it is most effective and / or efficient to use private air and / or charter travel due to travel restrictions and / or health and safety considerations, including to and from locations where Stonepeak’s personnel are currently living (even if different than where Stonepeak has historically had offices). The cost of such private air or charter travel will be a Fund Expense, capped at the cost of first-class commercial airfare for such route to the extent there is such a commercial flight reasonably available for such route (with any excess above the cost of first-class commercial airfare to be borne by Stonepeak). Stonepeak may also determine to use alternative methods, including the use of technology, when sourcing and conducting diligence on potential portfolio companies and monitoring existing portfolio companies.

Additionally, the legal systems of some non-U.S. countries lack transparency or could limit the protections available to foreign investors, and SP+ INFRA’s investments may be subject to nationalization and confiscation without fair compensation. For example, SP+ INFRA may not enjoy rights comparable to those of shareholders of companies organized in the United States, Europe, or other developed countries, and remedies available for any violation of those rights (and any additional shareholder rights that might be created in such company’s constitution or by-laws or by contract) may not be as favorable as those available under the laws of other jurisdictions, and if

Furthermore, portfolio companies located outside the U.S. may be involved in restructurings, bankruptcy proceedings or reorganizations that are not subject to laws and regulations that are similar to the U.S. Bankruptcy Code (the “Bankruptcy Code”) and the rights of debtors or creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide SP+ INFRA with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, SP+ INFRA’s Investments in any such portfolio company may be adversely affected.

The effectiveness of the judicial systems in countries in which SP+ INFRA may invest varies; consequently, SP+ INFRA may find it difficult to effectively protect its interests or pursue claims in the courts of countries with less developed legal systems or commercial markets, as compared to the U.S. or other developed countries. The lack of sophistication and consistency with respect to foreclosure, bankruptcy, corporate reorganization or creditors’ rights in certain countries in which SP+ INFRA invests, as compared with the U.S., may adversely impact SP+ INFRA’s ability to achieve its investment objectives.

In particular, foreign investments in certain countries, through certain investment routes, are subject to regulations that set out valuation guidelines for the sale and purchase of shares and other securities which could restrict the foreign investor’s ability to earn agreed investment returns. Acquisition of voting rights, equity shares, or control of certain listed companies beyond certain specified thresholds could require the acquirer to make an open offer to purchase the shares of other existing shareholders subject to and in accordance with applicable regulations. Certain types of mergers and amalgamations of companies may require sanction of the appropriate courts/tribunals thus causing delays and uncertainty to completing transactions. The restricted ability on foreign investors to directly hold assets in such jurisdictions could decrease SP+ INFRA’s flexibility in structuring transactions, increase costs, and foreclose otherwise advantageous investment opportunities.

While Stonepeak intends, where deemed appropriate, to manage SP+ INFRA in a manner that will minimize exposure to the foregoing risks, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of SP+ INFRA that are in or subject to the laws of those countries or the value or realization of SP+ INFRA’s Investments.

There can be no assurances that conditions globally will not worsen and / or adversely affect one or more of SP+ INFRA’s portfolio companies, its access to capital or leverage or key markets, or its overall performance. The Fund’s investment strategies and the availability of opportunities satisfying SP+ INFRA’s risk-adjusted return parameters rely in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by SP+ INFRA will prove correct and actual events and circumstances may vary significantly.

Benchmark Reform and the Impact on LIBOR and other IBORs. The London inter-bank offered rate (“LIBOR”) and other inter-bank lending rates and indices (such rates and indices which are deemed to be benchmark rates together with LIBOR, the “Benchmark Rates”) and as of December 31, 2021, certain Benchmark Rates (all seven Euro and Swiss franc LIBOR tenors, overnight, one-week, two-month and 12-month sterling LIBOR, spot next, one-week, two-month and 12-month yen LIBOR, and one-week and two-month U.S. dollar LIBOR) have been permanently discontinued. Publication of the overnight and 12-month U.S. dollar LIBOR settings permanently ceased immediately after June 30, 2023. The U.S. federal banking agencies have issued guidance strongly encouraging banking organizations to cease using U.S. dollar LIBOR as a reference rate in new contracts. It is uncertain whether or for how long LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates could become accepted alternatives to LIBOR, or what effect any such changes could have on the financial markets for LIBOR-linked financial instruments. Similar statements have been made by regulators with respect to the other Interbank Offered Rates (each, an “IBOR”). Regulators and market participants are working to develop successor rates and transition mechanisms to amend existing instruments and contracts to replace the IBORs with a new rate. For example, the Alternative Reference Rate Committee, a private-sector working group convened by the Federal Reserve Board and the Federal Reserve Bank of New York to identify alternative reference rates for LIBOR (the “ARRC”), and the International Swaps and Derivatives Association, Inc., a global trade association representing leading participants in the derivatives industry (“ISDA”), have taken significant steps toward the development of consensus-based fallbacks and alternatives to LIBOR, which appear constructive for end-users. In particular, the ARRC has published recommended fallback language for new issuances of several LIBOR-linked products. The ARRC fallback recommendations are intended to minimize disruptions when LIBOR is permanently discontinued or is no longer representative. In addition, ISDA has amended certain of its standard derivatives documentation to implement fallbacks for certain key IBORs and has published an ISDA protocol to facilitate amendments to existing derivatives documentation. The ISDA fallbacks will apply if the relevant IBOR is permanently discontinued or is determined to be no longer representative, based on defined triggers. There can be no assurance, however, that the alternative rates and fallbacks will be broadly adopted and / or effective at preventing or mitigating disruption as a result of the transition. The termination of LIBOR and IBORs could present other risks to SP+ INFRA. It is not possible at this point to identify those risks exhaustively but, in addition to the risks outlined above, they include the risk that an acceptable transition mechanism might not be found or might not be suitable for SP+ INFRA. Moreover, any alternative reference rate and any pricing adjustments required in connection with the transition from LIBOR or an IBOR could impose costs on, or might not be suitable for, SP+ INFRA, resulting in costs incurred to close out positions and enter into replacement trades. SP+ INFRA could undertake transactions in instruments that are valued using LIBOR rates or rates of an IBOR or enter into contracts that determine payment obligations by reference to LIBOR or an IBOR. Until their discontinuance, SP+ INFRA could continue to invest in instruments that reference LIBOR or IBORs.

In addition, as part of the transition to a replacement benchmark, parties could seek to adjust the spreads relative to such benchmarks in underlying contractual arrangements. It is not possible to predict the effect of any such changes, any establishment of alternative reference rates, or other reforms to the Benchmark Rates that could be enacted in the United States, United Kingdom or elsewhere.

It should also be noted that the interest rates applicable to cash equivalents held by SP+ INFRA could be fixed or floating and are generally expected to be lower than the interest rates on the investments. Accordingly, changes in the level of any applicable floating rate index or the holding of significant assets in the form of cash equivalents could adversely affect the ability of SP+ INFRA to make debt service payments on the aggregate outstanding amount of indebtedness.

Additionally, because SOFR is published by the Federal Reserve Bank of New York based on data received from other sources, SP+ INFRA will have no control over its determination, calculation, or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of SP+ INFRA. If the manner in which SOFR is calculated is changed, that change may result in a reduction

On December 30, 2020, the UK and the EU signed a trade and cooperation agreement (the “TCA”) to govern their ongoing relationship. The TCA was officially ratified by the UK Parliament on December 30, 2020 and by the EU Parliament and Council on April 29, 2021. It is anticipated that further details of the relationship between the UK and the EU will continue to be negotiated even now that the TCA has been formally ratified.

Over time, UK regulated firms and other UK businesses could be adversely affected by the terms of the TCA, as compared with the position prior to the expiration of the implementation period on December 31, 2020. For example, the TCA introduces new customs checks, as well as new restrictions on the provision of cross-border services and on the free movement of employees. These changes have the potential to materially impair the profitability of a business, and to require it to adapt or even relocate.

Investors should also be aware of the ongoing disagreements between the UK government and the EU regarding the Northern Ireland Protocol (“NIP”). The NIP is part of the arrangements put in place as part of the TCA to address cross-border trade in goods between Great Britain, Northern Ireland and the EU. The UK government has subsequently raised concerns as to the manner in which the NIP has been interpreted and implemented and has indicated it could take action to suspend and / or override aspects of the NIP. The European Commission has stated it would take retaliatory measures in response to UK government actions.

Although it is probable that any adverse effects flowing from the UK’s withdrawal from the EU will principally affect the UK (and those having an economic interest in, or connected to, the UK), given the size and global significance of the UK’s economy, the effect of the UK’s withdrawal from the EU is also likely to be an ongoing source of instability for the EU (and countries outside the EU), produce significant currency fluctuations, and / or have other adverse effects on international markets, international trade agreements and / or other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise).

The withdrawal of the UK from the EU could therefore adversely affect SP+ INFRA and its portfolio companies. In addition, the withdrawal of the UK from the EU could have a further destabilizing effect if any other member states were to consider withdrawing from the EU, presenting similar and / or additional potential risks and consequences to SP+ INFRA and its portfolio companies.

The materiality of ESG 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. ESG factors, issues, objectives, goals and considerations may apply differently to each instance and with respect to each investment held, or proposed to be made, by SP+ INFRA, 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, the General Partner often depends upon information and data provided by the entity or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause the General Partner to incorrectly identify, prioritize, assess or analyze the entity’s ESG practices and / or related risks and

In addition, Stonepeak’s ESG 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 ESG 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 the General Partner to adhere to all elements of SP+ INFRA’s investment strategy, including with respect to ESG risk and opportunity management and impact, whether with respect to one or more individual investments or to SP+ INFRA’s investments generally.

Further, ESG integration and 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 ESG framework does not represent a universally recognized standard for assessing ESG considerations. Stonepeak is currently a signatory to the United Nations’ Principles for Responsible Investment (UNPRI) and offers 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., U.K., and E.U. (which may be looked to as models in growth markets), in improving transparency around how asset managers define and measure ESG performance, in order to allow investors to validate and better understand sustainability claims. For example, on May 25, 2022, the SEC proposed amendments to rules and reporting forms concerning ESG factors, which rules are not in final form and therefore cannot be determined as to how they may affect SP+ INFRA. California has recently passed new laws requiring ESG-related disclosure, including requiring disclosure of Scope 1, 2 and 3 greenhouse gas emissions, the application of which to entities such as SP+ INFRA are not yet clear, pending additional legislative activity and agency rulemaking. There may also be an increase in related enforcement through efforts such as those of the SEC’s Climate and ESG Enforcement Task Force, established in March 2021. Stonepeak’s ESG program and the General Partner could become subject to additional regulation and / or risk of regulatory scrutiny in the future, and the General Partner cannot guarantee that its current approach (including the ESG policy) or SP+ INFRA’s 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.

On the other hand, anti-ESG sentiment has also gained momentum across the U.S., with more than a dozen 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) ESG 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 SP+ INFRA’s or Stonepeak’s ESG considerations as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in SP+ INFRA and Stonepeak’s ability to maintain the size of its

Accordingly, the General Partner is expected to be subject to competing demands from different investors and other stakeholder groups with divergent views on ESG matters, including the role of ESG factors in the investment process. This divergence increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some potential stakeholders and could adversely impact Stonepeak’s reputation. If Stonepeak and its Affiliates do not successfully manage ESG-related expectations across the varied interests of its stakeholders, including existing or potential investors, SP+ INFRA’s ability to access and deploy capital may be adversely impacted. In addition, a failure to successfully manage ESG-related expectations may negatively impact Stonepeak’s business, erode stakeholder trust and constrain investment opportunities. See also “—Environmental, Social and Governance Matters.”

Certain markets do not have well-developed shareholder rights, which could adversely affect SP+ INFRA’s minority investments. In these markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-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. In certain cases, the laws and regulations governing investments in financial instruments may not exist or may be subject to inconsistent or arbitrary interpretation.

Furthermore, for a company that keeps accounting records in a currency other than U.S. dollars, inflation accounting rules in certain markets require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of a currency of constant purchasing power. As a result, financial data of prospective investments may be materially affected by restatements for inflation and may not accurately reflect actual value. Accordingly, SP+ INFRA’s ability to conduct due diligence in connection with an investment and to monitor the investment may be adversely affected by these factors.

Regulatory agencies might impose conditions on the construction, operations and activities of an infrastructure security, property or other asset as a condition to granting their approval or to satisfy regulatory requirements, including requirements that such assets remain managed by the General Partner, SP+ INFRA or their Affiliates, which could limit the ability of SP+ INFRA to dispose of portfolio companies at opportune times.

Where a portfolio company holds a concession or lease from the government, the concession or lease may restrict the portfolio company’s ability to operate the business in a way that maximizes cash flows and profitability. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring payment of adequate compensation.

In addition, governmental entities may exercise their discretion to change or increase regulation of the operations of portfolio companies or to implement laws, regulations or policies affecting their operations, separate from any contractual rights that the government counterparties may have, in a manner that causes delays or adversely affects the operation of the business of such portfolio companies and / or SP+ INFRA’s ability to effectively achieve its investment objectives. For example, additional or unanticipated regulatory approvals, including, without limitation, renewals, extensions, transfers, assignments, reissuances, or similar actions, could be required to acquire infrastructure assets, and additional approvals could become applicable in the future due to, among other reasons, a change in applicable laws and regulations, or a change in the relevant portfolio company’s customer base. See also “—Certain Restrictions on Ownership” below.

In addition, since many portfolio companies will provide basic, everyday services and face limited competition, regulatory agencies could be influenced by political considerations and could make decisions that adversely affect a portfolio company’s business. Certain types of infrastructure assets are very much in the “public eye” and politically sensitive, and as a result SP+ INFRA’s activities could attract an undesirable level of publicity. Additionally, pressure groups and lobbyists could induce regulatory agency action to the detriment of SP+ INFRA as the owner of the relevant portfolio company or asset. There can be no assurance that the relevant government will not legislate, impose regulations, or change applicable laws, or act contrary to the law in a way that would materially and adversely affect the business of a portfolio company. The profitability of certain types of investments might be materially dependent on government subsidies being maintained (for example, government programs encouraging the development of certain technologies such as solar and wind power generation). Reductions or eliminations of such subsidies would likely have a material adverse impact on relevant investments by SP+ INFRA.

A portfolio company’s operations may rely on government licenses, concessions, leases or contracts that are generally complex and may result in a dispute over interpretation or enforceability. Even though most permits and licenses are obtained prior to the commencement of full project operations, many of these licenses and permits are required to be maintained over the project’s life. If a portfolio company fails to comply with these regulations or contractual obligations, it could be subject to monetary penalties or SP+ INFRA may lose its right to operate the affected portfolio company, or both.

Governments and other regulators may impose conditions on the operations and activities of portfolio companies as a condition to granting its approval or to satisfy regulatory requirements. These conditions, which may be statutory in nature or may be tailored to a particular project. Where a portfolio company is the sole or predominant service provider in its service area and provides services that are essential to the community, it may be subject to rate regulation that will determine the prices it may charge. It may be subject to unfavorable price determinations that may be final with no right of appeal or that, despite a right of appeal, could result in its profits being negatively affected. In addition, such conditions may also limit or provide a disincentive for portfolio companies to invest in competing industries or to acquire anticompetitive market power in a particular market. The relevant governmental agency may impose conditions of ongoing ownership or equivalent restrictions on SP+ INFRA in respect of the underlying infrastructure assets. This may include a requirement and / or restriction that may limit the ability of SP+ INFRA to dispose of Investments at opportune times or require that such assets remain managed by Stonepeak.

The performance of wind farms is dependent upon meteorological and atmospheric conditions that fluctuate over time. If the wind or solar conditions are unfavorable or below estimates, then the electricity production may be substantially below the investment team’s expectations. Insufficient electricity production may trigger a contractual breach of or financial penalty under a Power Purchase Agreement (“PPA”) or ultimately cause a default in the project-level finance arrangements. See also “—Power Purchase Agreement Risk” below. Operating results for projects vary significantly from period to period. Wind and solar energy projects require natural resource conditions that are found in limited geographic areas and, within these areas, at particular sites. A key part of the investment team’s investment decision-making process is to estimate the power production of the project, which includes an evaluation of the resource levels at the site in the context of the equipment that will be used at that site. Actual wind or solar conditions, however, may not conform to projected data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the electricity generated by SP+ INFRA’s projects may not meet expected production levels or the rated capacity of the turbines or solar panels that comprise such projects, which could adversely affect SP+ INFRA’s performance. The amount of electricity generated by a wind farm depends upon many factors in addition to the quality of the wind resources, including but not limited to turbine performance, aerodynamic losses resulting from wear on the wind turbine, degradation of other components, icing or soiling of the blades and the number of times an individual turbine or an entire wind farm may need to be shut down for maintenance or to avoid damage due to extreme weather conditions. In addition, conditions on the electrical transmission network can impact the amount of energy a wind farm can deliver to the network. Wind farms may be located in remote areas with limited transmission networks where intense competition exists for access to, and use of capacity on, the existing transmission facilities. Electricity transmission lines may experience unplanned outages due to system failures, accidents and severe weather conditions, or planned outages due to repair and maintenance, construction work and other reasons beyond SP+ INFRA’s control. As electricity generated from wind farms is generally not stored and must be transmitted or used once it is generated, some of the wind turbines of a wind farm may be turned off during such period when electricity is unable to be transmitted due to grid congestion or other grid constraints. Such events could reduce the actual net power generation of such wind farms. In addition, a number of other factors may further decrease electricity output, including wind speed or wind direction or other severe weather conditions. As a result, SP+ INFRA’s portfolio companies may experience significant financial losses from the inefficient electricity outputs.

Transportation and Storage Risks. There are a variety of hazards and operating risks inherent to the transportation, relocation and storage of equipment, raw materials, waste materials and other hazardous, radioactive and explosive materials, such as leaks, releases, explosions, mechanical problems and damage caused by portfolio companies and / or third parties. Additional risks to vessels include adverse sea conditions, capsizing, grounding and navigation errors. These risks could result in serious injury and loss of human life, significant damage to property and natural resources, environmental pollution and impairment of operations, any of which also could result in substantial financial losses. For assets located near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas, the level of damage resulting from these risks may be greater. Failure of a portfolio company to properly handle, transport or dispose of these materials or otherwise conduct its operations in accordance with applicable environmental laws may negatively impact the revenues and cash flows of a portfolio company and expose the portfolio company to substantial liability for administrative, civil and criminal penalties, cleanup and site restoration costs and liability associated with releases of such materials, damages to natural resources and other damages, as well as potentially impair its ability to conduct operations. In addition, losses in excess of a portfolio company’s insurance coverage could have an adverse effect on its business, financial condition and results of operations.

Growth in the energy storage market is highly dependent on a continued decline in battery prices as batteries represent the largest component of system cost. Any disruption in the supply of batteries resulting in higher than expected battery pricing or stagnation in the level of price declines for batteries could result in slower than expected growth in SP+ INFRA’s target markets and, as a result, could have a material adverse effect on Investments. The financial performance of SP+ INFRA will depend on the maturation of the energy storage market and the ability of SP+ INFRA to defray costs associated with energy storage investments.

Further, many energy storage products make use of lithium-ion batteries, which have been observed in certain applications, such as automotive applications, to catch fire or vent smoke and flame. Such events have raised concerns, and future events may lead to additional concerns, about the safety of lithium-ion batteries. Negative public perceptions regarding the suitability of lithium-ion batteries for energy storage applications or any future incident involving lithium-ion batteries, even if such incident does not involve an Investment or relate to an application other than energy storage, could negatively impact the continued adoption of energy storage products and have a material adverse impact on Investments.

Electricity generation and related infrastructure investments may be subject to extensive energy laws and regulations where portfolio companies are located. Changes in applicable energy laws or regulations, or in the interpretations or administration of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines.

Under the Federal Power Act (the “FPA”), the Federal Energy Regulatory Commission regulates wholesale sales of electricity and the transmission of electricity in interstate commerce by “public utilities” as defined under the FPA and places constraints on the conduct of their business, including, among other things, rate and corporate regulation including ownership and disposition of jurisdictional assets. In addition, state public utility commissions in U.S. states (“PUCs”) have historically had broad authority to regulate both the rates charged by, and the financial activities of, electric utilities that sell electricity at retail and other public utilities that provide utility service to the public such as water utilities and telecommunication service providers, and a number of other matters relating to electric and other public utilities. State laws may also impose certain regulatory and reporting requirements on other owners and operators of generation facilities and other public utilities. Independent power producers are considered to be public utilities in some states and are subject to varying degrees of regulation by PUCs, ranging from a requirement to obtain a “certificate of public convenience and necessity” to regulation of organizational, accounting, financial and other corporate matters. States may assert jurisdiction over the location and construction of electric generating facilities and other public utility facilities, and in certain situations, over the issuance of securities and the sale or other transfer of assets by these facilities. State jurisdictional natural gas transportation and storage rates are also frequently subject to regulation by local PUCs. Similar regulation may also apply in other non-U.S. jurisdictions where Investments are made.

Further, recent technological progress in pollution control equipment for coal-fired generation plants may make it feasible for utilities to continue to operate those plants under newly mandated clean air regulations. Coal is plentiful in many countries, including the U.S., and continued use of coal in electric generation facilities may apply pressure to the value of renewable power assets.

In response to such changes, federal, state, local and international government regulators have enacted or are considering enacting regulations designed to ensure that transmission service is provided on a non-discriminatory and just and reasonable basis in order to provide for more transparency in the operation of the transmission grid and to cover transmission siting and interconnection. In addition, internal policies and regulations promulgated by electricity producers will have an impact on the market for renewable power products. Customer purchase of or further investment in renewable energy sources could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for renewable power products.

Such changes may also have significant impacts on solar and wind generation. A number of countries are considering or implementing methods to introduce and promote competition in the sale of electricity. 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 SP+ INFRA may invest may come under increasing pressure. Power market deregulation is fueling not only the current trend toward consolidation among utilities but also the disaggregation of many vertically integrated utilities into separate generation,

There can be no assurance that (i) existing regulations applicable to electric utility companies will not be revised or reinterpreted; (ii) new laws and regulations will not be adopted or become applicable to electric utility companies; (iii) the technology and equipment selected by such companies to comply with current and future regulatory requirements will meet such requirements; (iv) such companies’ business 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 or litigation in which they disagree with regulatory decisions made by other regulatory agencies.

Recent technological progress in pollution control equipment for coal-fired generation plants may make it feasible for utilities to continue to operate those plants under newly mandated clean air regulations. Coal is plentiful in the U.S. and continued use of coal in electric generation facilities will also apply pressure to the value of renewable and alternative energy.

In addition, ordinary operation or the occurrence of an accident with respect to an infrastructure asset could cause major environmental damage, which may result in significant financial distress to such asset if not covered by insurance, and, even if covered by insurance, may have a detrimental effect on the applicable portfolio company and / or SP+ INFRA, resulting from adverse publicity related to such an incident and other similar consequences. There is the possibility of existing or future environmental contamination, including soil and ground water contamination, as a result of the spillage of hazardous materials or other pollutants. Under various environmental statutes, rules and regulations of the appropriate jurisdiction, a current or previous owner or operator of real property may be liable for non-compliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability whether or not the owner or operator knew of or was responsible for, the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury, property damage or similar claims by private parties. In addition, persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.

Furthermore, SP+ INFRA may be exposed to claims and losses arising from known, undisclosed or unknown environmental contamination from pollutants or other hazardous materials, or health or occupational safety matters. Under laws in many jurisdictions similar to the Comprehensive Environmental Response, Compensation and Liability Act in the U.S., liability for environmental contamination may be without regard to fault or causation and in many situations may be joint and several, so that a liable party may be exposed to the entire liability involved; and such liability may arise not only from currently owned or operated properties but former properties of entities that are the subject of Investments, and other properties impacted by such contamination, exposing SP+ INFRA’s Investments to material liabilities for costs of investigating and remediating contaminated properties, and for damages to natural resources. SP+ INFRA could also suffer losses if reserves or insurance proceeds or indemnities prove inadequate to cover any such matters. Under the laws, rules and regulations of various jurisdictions, an owner of an asset can be liable for the costs of removal or remediation of certain hazardous or toxic substances, including asbestos, on or in the asset. Liability can be joint and several, which can result in a party being held liable without regard to whether the party knew of, or was responsible for, the contamination. The presence of environmental contamination on a property, whether known or latent, also could result in personal injury to persons removing or who are otherwise exposed to such materials, as well as contamination and damage to other property, which could give rise to liability to third parties. In the event that SP+ INFRA has an indemnity from a third-party purporting to cover any such liability, there can be no assurance as to the financial viability of any indemnifying party at the time a claim arises or when recovery is sought under the indemnity. Insurance for such matters may not be available, especially for known or suspected conditions, and even if insurance coverage is in place, any proceeds may prove inadequate to cover the losses involved. SP+ INFRA may therefore be exposed to substantial risk of loss from environmental claims arising in respect of its Investments. Community and environmental groups may protest the development or operation of infrastructure assets which may induce government action to the detriment of SP+ INFRA. Some of the most onerous environmental requirements regulate air emissions of pollutants and greenhouse gases; these requirements may particularly affect companies in the energy sector.

The cost to perform any remediation, and the cost to defend against any related claims, could exceed the value of the relevant investment. In such cases, governmental authorities and others may seek to require SP+ INFRA to satisfy the claims from other assets and Investments and, depending on the circumstances, could prevail. The existence of contamination, the process of investigating and / or remediating contamination, and / or the failure to properly remediate contamination may adversely affect the owner’s ability to develop, use or sell the asset or to

Additionally, as consensus builds that global warming is a significant threat, initiatives seeking to address climate change through regulation of greenhouse gas emissions have been adopted by, are pending or have been proposed before international and regional regulatory authorities around the world. More specifically, the Paris Agreement and other initiatives by international, federal, state and local policymakers and regulatory authorities as well as private actors seeking to reduce or mitigate the effects of greenhouse gas emissions may expose certain assets to so-called “transition risks” in addition to physical risks, such as: (i) political and policy risks (e.g., changing regulatory incentives and legal requirements, including with respect to greenhouse gas emissions, that could result in increased costs or changes in business operations); (ii) regulatory and litigation risks (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts); (iii) technology and market risks (e.g., declining market for products and services seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions) and (iv) reputational risks (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas emissions).

Many industries (e.g., electrical power, mining, manufacturing, transportation and insurance) face various climate change risks, many of which could conceivably materially impact such industries. Such risks include (i) regulatory/litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, the discontinuance of certain operations and related litigation); (ii) market risk (e.g., declining market for products and services seen as greenhouse gas intensive); and (iii) physical risk (e.g., risks to plants or property owned, operated or insured by a company posed by rising sea levels, increased frequency or severity of storms, drought and other physical occurrences attributable to climate change). These risks could result in unanticipated delays or expenses, especially for electricity, and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have an adverse effect on SP+ INFRA.

As noted above, various governments have in the past and are expected to continue to provide subsidies for “green” energy technologies, such as solar, wind, bio-fuel, geothermal, hydrogen and other non-fossil fuel based energy sources, with the goal of reducing carbon emissions in an effort to mitigate the impacts of anthropogenic climate change. Even with potentially large public and private investment in these technologies, it is possible that “green” energy technologies will be unable to be deployed at a scale sufficient to meet growing global energy demand, or even existing energy demand. Moreover, these technologies require significant changes to existing infrastructure in order to provide for a level of energy security and reliability comparable to existing fossil fuel-based energy generation technologies. The cost of upgrading infrastructure for this purpose, or energy disruptions if such infrastructure upgrades are not successfully completed, could result in significant disruptions to local, regional or national economies.

Given SP+ INFRA’s investment objective, SP+ INFRA is expected to invest in portfolio companies that are heavily involved in alleviating the effects of climate change. The business success of any such portfolio company will likely be inextricably tied to its ability to mitigate the effects of climate change, which could be challenging or unattainable. Furthermore, the standards (if any) set by climate authorities, including the Intergovernmental Panel on

In addition, changes beyond Stonepeak’s control, including adverse regulatory changes affecting the infrastructure industry generally or SP+ INFRA’s Investments in particular and / or any changes in the pricing of commodities and / or general supply and demand levels relating to infrastructure assets may adversely affect Stonepeak’s ability to implement its business plans and achieve capital appreciation and / or current cash yield and / may have an adverse impact on the value of SP+ INFRA’s Investments.

In the future, the relevant government bodies may seek to limit a portfolio company’s ability to increase, or may seek to reduce, toll rates or fares outside the scope of the respective concession agreements, as a result of factors such as general economic conditions, negative consumer perceptions of increases in toll rates or fares, the prevailing rate of inflation, traffic volume and public sentiment about prevailing toll rates or fares.

Statutory and regulatory changes or judicial or administrative interpretations of existing laws, rules and regulations that impose more comprehensive or stringent requirements could make it unfeasible or economically

There can be no assurance that (i) existing regulations applicable to Investments generally or the 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’ business 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.

Changes in Public Attitude. As mentioned above, in a number of SP+ INFRA’s target markets, the renewable energy sector currently relies upon specific regulatory support to provide preferential treatment. Such support has been legislated in a number of countries based upon the desire to increase electricity generation from renewable energy sources due to the need to ensure the security of energy supply, particularly in the context of depleting natural resources and political instability in certain regions, in some cases in order to meet binding renewable energy targets and to reflect increasing public and political concerns about climate change and environmental sustainability.

A change in public attitude to renewable energy may result in an increase in security and regulatory risks to operating in the renewable energy sectors, for example due to a resentment of the cost burden created by renewable energy production relative to alternative conventional energy sources, to the appearance or environmental impact of wind or solar energy projects or to the benefits to certain investor groups, perceived to be granted at the cost of the public. SP+ INFRA cannot guarantee that changes in public attitude will not result in a loss of actual or perceived value of investments.

In some instances, a PPA may also need to be renewed / replaced prior to SP+ INFRA exiting the Investment. If a portfolio company is not able to enter into a new PPA, or if it is not able to enter into one on terms that are at least as favorable as the prior PPA, it will have a material adverse effect on the value of an Investment. The duration and value of PPAs, as well as the effect of futures and / or merchant power markets, will have a significant impact on the viability of any Investment.

In addition, the wind turbines, solar panels, solar trackers and other equipment used in renewable energy projects are still evolving and, as a result, much of the equipment being used has not undergone extensive field testing over a period of years to determine its long-term costs of operation or its durability. Manufacturing and delivery of the equipment as well as its timely installation may also be difficult due to rapidly changing product designs and general manufacturing issues. Also, as with any equipment purchase, the purchaser is subject to the risk that the equipment, software or processes may be protected intellectual property of third parties, which may subject a portfolio company to the risk of being unable to use the equipment as well as paying damages for its prior use. Each of these risks could result in late delivery or project underperformance. If the project is not delivered on time, at required productivity and capacity levels, not only will there be a drop in revenues, but PPA or financing commitments may not be met, leading to project failure. To protect against these risks, equipment suppliers or balance of plant contractors typically provide a guaranty of timely completion and a two-to-ten year (sometimes longer) equipment performance warranty. These warranties typically protect project owners against equipment capacity and efficiency shortfalls while they are effective. In most cases, however, the investment period in a project will extend beyond the warranty period. Furthermore, some equipment manufacturers or contractors may not be sufficiently capitalized to enable them to respond to all customer claims, especially serial defect warranty claims. As competition among equipment suppliers continues to drive down the cost of some wind turbines and solar panels, there is a risk that some equipment manufacturers may be unable to honor their warranty claims. In the context of financing, projects are typically exposed to vendor credit, as a credit event around a key vendor is often a financing event of default. A defect in vendor credit may also lead to a violation of financing. In the event of a failure of any equipment after the end of the warranty period (or during the warranty period if the supplier or contractor does not have the ability to respond), a portfolio company may incur significant costs to keep the project operational or lose the project.

Toll rates are typically set by the relevant concession company and the relevant government entity. Adverse public opinion, socioeconomic changes and / or lobbying efforts by specific interest groups, could result in governmental pressure on Investments to reduce their toll rates, forego planned rate increases and / or exempt certain classes of users from tolls. In the future, the relevant government bodies may seek to limit SP+ INFRA’s ability to increase, or may seek to reduce, toll rates or fares outside the scope of the respective concession agreements, as a result of factors such as general economic conditions, negative consumer perceptions of increases in toll rates or fares, the prevailing rate of inflation, traffic volume and public sentiment about prevailing toll rates or fares. If public pressure and / or government action forces Investments to restrict their toll rate increases or reduce their toll rates, and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, SP+ INFRA’s business, financial condition and results of operations could be materially and adversely affected. Furthermore, Stonepeak cannot guarantee that governmental entities with which Investments have concession agreements will not try to exempt certain vehicle types from tolls or negotiate lower toll rates.

Portfolio companies may be subject to rate regulation that determines or limits the prices it may charge, particularly if the portfolio company is the sole or predominant service provider in its service area or provides services that are essential to the community. In addition, portfolio companies may be subject to unfavorable price determinations that may be final with no right of appeal or that, despite a right of appeal, could result in its profits being negatively affected and Investments not meeting initial return expectations.

Real Estate Risks Generally. Some or all of SP+ INFRA’s Investments 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 SP+ INFRA. 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, 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 and operating expenses, 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 the General Partner. In addition, in acquiring an asset or stock, SP+ INFRA 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.

Nature of Debt Securities. SP+ INFRA is expected to invest in debt securities. The debt securities in which SP+ INFRA invests may include secured or unsecured debt, which could be subordinated to senior indebtedness, all or a significant portion of which may be secured. Senior creditors will have significant influence, which may exceed the influence of SP+ INFRA or portfolio companies in certain scenarios. In addition, the debt securities in which SP+ INFRA invests 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. Debt securities are also subject to other creditor risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws, (ii) so-called lender liability claims by the issuer of the obligations and (iii) environmental liabilities that may arise with respect to collateral securing the obligations. SP+ INFRA’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 SP+ INFRA earlier than expected, thereby depriving SP+ INFRA of its expected return. In addition, depending on fluctuations of the equity markets and other factors, warrants and other equity securities obtained in connection with a debt financing may become worthless. In addition, the market for selling debt may not be as liquid as the market for selling equity securities, which may impair the ability of SP+ INFRA to sell the investment at the opportune time. Such debt investments may be in debt which is subordinate to other outstanding indebtedness of a company, which exacerbates the risk that the value of the Investment will be impaired if the company does not perform. If the debt investment is in an issuer in which SP+ INFRA or an Other Stonepeak Account holds an equity investment, there is a risk that such debt investment could be subjected to equitable subordination or recharacterization, either of which would potentially impair the value materially. Finally, one of the fundamental risks associated with SP+ INFRA’s debt investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. Debt investments may take different forms, including loans to one or more of SP+ INFRA’s portfolio companies on an unsecured basis. The fact that payments are contracted or regulated does not imply that there is no risk of default. SP+ INFRA’s return to the Unitholders would be adversely impacted if an issuer of debt securities in which SP+ INFRA invests becomes unable to make such payments when due.

Lastly, the debt instruments in which SP+ INFRA may invest may have been rated by internationally recognized rating organizations. In general, the credit ratings of these organizations represent the opinions of such agencies as to the quality of investments that they rate and are not a guarantee of quality. Such agencies may change their method of valuation of, and the ratings of, securities held by SP+ INFRA at any time. A credit rating is not a recommendation to buy, sell or hold assets and may be subject to revision or withdrawal at any time by the assigning rating agency. In the event that a rating assigned to any corporate debt obligation is lowered for any reason, no party is obligated to provide any additional support or credit enhancement with respect to such corporate debt obligation. Rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value; therefore, ratings may not fully reflect the true risks of an Investment. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an obligor’s current financial condition may be better or worse than a rating indicates. Consequently, credit ratings of any corporate debt obligation are only a preliminary indicator of investment quality as of a point in time, and not a guarantee of investment quality as of that point in time or any future point in time. Rating changes, including but not limited to reductions or withdrawals, may occur for any number of reasons. The changes may affect one or more assets at a single time or within a short period of time, and such changes can have a material adverse effect upon the corporate debt obligation.

The below sets forth some, but not all, risks that may arise should SP+ INFRA make an investment in a debt instrument or security.

In addition, platform investments may be expected to require additional financing to satisfy their working capital requirements or acquisition strategies. For example, some portfolio companies are expected to require several rounds of capital infusions and such additional financings may be invested based on valuations that differ materially. The amount of such additional financing needed will depend upon the maturity and objectives of the particular portfolio company. Each such round of financing (whether from SP+ INFRA or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the funds provided are not sufficient, a portfolio company may have to raise additional capital at a price unfavorable to the existing investors, including SP+ INFRA, or may suffer material adverse consequences if it fails to obtain the capital. Subsequent rounds of financing in “platform” portfolio companies to which SP+ INFRA provided initial financing could be provided in whole or in part by co-investors and / or Other Stonepeak Accounts that did not participate in previous rounds of financing rather than by SP+ INFRA to the extent Stonepeak determines such allocation is appropriate, which would dilute SP+ INFRA’s ownership of such portfolio company. See also “—Allocation of Investment Opportunities” herein. In addition, SP+ INFRA may make additional debt and equity investments or exercise warrants, options, convertible securities or other rights that were acquired in the initial investment in such portfolio company in order to preserve SP+ INFRA’s proportionate ownership when a subsequent financing is planned, or to protect SP+ INFRA’s investment when such portfolio company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of SP+ INFRA or any portfolio company. There can be no assurance that SP+ INFRA or any portfolio company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source when needed.

Additionally, related portfolio companies may be managed together (including, for example, the use of the same third-party manager(s) or service provider(s)) or otherwise operated as part of the same “platform”, combined and / or otherwise sold together as a part of a single transaction or series of related transactions. Such arrangements may result in SP+ INFRA’s interests in any such investments being subject to dilution and may give rise to other significant risks and conflicts of interest and there can be no assurance that SP+ INFRA will not be adversely affected by such arrangements. For example, SP+ INFRA, any such platform entities and other vehicles or entities in which one or more Affiliates of Stonepeak hold an interest (including Other Stonepeak Accounts and their Affiliates) may engage in activities that compete with those of SP+ INFRA and otherwise make investments of a type that would be suitable for the same. In addition, in the pursuit of any such “platform” strategy will likely be time-consuming, complex, costly and subject to unforeseen risks and obstacles, and there can be no assurance that any such “platform” strategy will achieve the originally anticipated results or reach the scale originally anticipates, and SP+ INFRA will nevertheless bear the costs related thereto. Such activities may result in allocations of investment opportunities to any such “platform” entities, permanent capital vehicles, accounts or other entities controlled by or in which an Affiliate of Stonepeak holds an interest and consequently may result in SP+ INFRA not participating (and / or not participating to the same extent) in certain investment opportunities in which it would have otherwise participated.

Non-Controlling Investments; Investments and Joint Ventures with Third Parties. SP+ INFRA is expected to primarily hold a non-controlling interest in Investments and, therefore, will have a limited ability to protect its position in such Investments. SP+ INFRA will not have any governance rights with respect to any investments held through or alongside the Other Stonepeak Accounts or in the general partners / advisors thereof and will be relying on the management skill of Stonepeak as sponsor and / or adviser of the respective Other Stonepeak Accounts. Although it is expected that appropriate rights will be sought to protect SP+ INFRA’s interests as a condition of investing where appropriate given the nature and size of the applicable investment, there can be no assurance that such rights will be available or that such rights will provide sufficient protection of SP+ INFRA’s rights. In such cases, SP+ INFRA will typically rely significantly on the existing management, board of directors and other owners of such Investments, who may not be affiliated with SP+ INFRA and whose interests may conflict with the interests of SP+ INFRA. These risks remain relevant for minority investments even where there is a control orientation or significant influence.

SP+ INFRA is also expected to co-invest with Other Stonepeak Accounts, other Affiliates of Stonepeak and / or third parties (or affiliated managers or other persons, including other funds, vehicles and / or accounts managed thereby) as partners, consortium sponsors or co-venturers (“Joint Venture Partners”) with respect to specified investments or categories of investments through Funds, joint ventures, consortiums, investment platforms, or other similar arrangements (“JV Arrangements”), thereby acquiring jointly-controlled or non-controlling interests in certain Investments. JV Arrangements could be designed to share risk in the underlying investments with Joint Venture Partners or involve SP+ INFRA taking on greater risk with an expected greater return or reducing its risk with a corresponding reduction in the expected rate of return. Such JV Arrangements could involve risks in connection with such third-party involvement, including the possibility that such other Joint Venture Partner may have financial, legal or regulatory difficulties, resulting in a negative impact on such JV Arrangements, may have economic or business interests or goals which are inconsistent with those of SP+ INFRA, or may be in a position to take (or block) action in a manner contrary to SP+ INFRA’s investment objectives, (including the timing and nature of any exit) or the increased possibility of default (which SP+ INFRA may be required to make up) by, diminished liquidity or insolvency of, the third party due to a sustained or general economic downturn. In addition, SP+ INFRA may in certain circumstances be liable for the actions of its Joint Venture Partners. In those circumstances where such Joint Venture Partners involve a management group, such third parties may receive compensation arrangements relating to such JV Arrangements, including incentive compensation arrangements and / or other fees, in each case which compensation will not offset Management Fees. Furthermore, such Joint Venture Partners to JV Arrangements may provide services (such as asset management oversight services) similar to, and overlapping with, services provided by Stonepeak to SP+ INFRA, Other Stonepeak Accounts or their respective portfolio companies, and, notwithstanding the foregoing, fees attributable to such services will not offset Management Fees or otherwise be allocated to, or shared with, the Unitholders.

Additional conflicts would arise if a Joint Venture Partner is related to Stonepeak in any way, such as an investor in, lender to, a shareholder of, or a service provider to Stonepeak, SP+ INFRA, Other Stonepeak Accounts, or their respective portfolio companies, or any Affiliate, personnel, officer or agent of any of the foregoing.

SP+ INFRA may be unable to obtain financial covenants or other contractual governance rights. Moreover, SP+ INFRA may not have the same access to information in connection with investments in public securities, both before and after making the investment, as compared to privately negotiated investments. Furthermore, SP+ INFRA may be limited in its ability to make investments, and to sell existing investments, in public securities if the General Partner or Other Stonepeak Accounts 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. Additionally, and notwithstanding the foregoing, the privately negotiated investments contemplated by SP+ INFRA’s investment objectives may comprise only a small component of a larger investment in publicly traded securities.

Future Investment Techniques and Instruments. Subject to the terms of the Fund LPA and applicable law, SP+ INFRA may employ new investment techniques or invest in new instruments that the General Partner and / or the Investment Advisor believes will help achieve SP+ INFRA’s investment objectives, whether or not such investment techniques or instruments are specifically described herein. Such investment techniques or instruments may entail risks not described herein. New investment techniques or instruments may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful investments and, ultimately, losses to SP+ INFRA. In addition, any new investment technique or instrument developed by the General Partner and applied to SP+ INFRA may be more speculative than earlier investment techniques or instruments and may involve material and unanticipated risks.

Disclosure to Unitholders of each of SP+ INFRA’s investments in publicly traded securities might not be advisable in light of SP+ INFRA’s investment objectives and could, in fact, be counterproductive to SP+ INFRA’s ability to execute on its investment objectives. Accordingly, the General Partner is permitted to exclude from reports to the Unitholders 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 SP+ INFRA.

There can be no assurances that SP+ INFRA or its portfolio companies will establish banking relationships with multiple financial institutions. SP+ INFRA and its portfolio companies are expected to be subject to contractual obligations to maintain all or a portion of their respective assets with a particular bank (including, without limitation, in connection with a credit facility or other financing transaction). Moreover, the Custody Rule generally prohibits the General Partner from transferring Fund funds to an account of the General Partner or its Affiliates and related persons. Circumstances could arise where such a bank shows signs of distress or impairment and Stonepeak and portfolio companies would need to decide between (1) moving assets to another bank in breach of such contractual obligations or to an account of the General Partner or its Affiliates and related persons in potential violation of the Advisers Act custody rule (thereby exposing SP+ INFRA or its portfolio companies to breach of contract liability and / or regulatory risk), on the one hand, and (2) honoring the contractual obligations and adhering to the Advisers Act custody rule but running the risk of losing the assets, on the other hand. Either decision could have a material adverse effect on SP+ INFRA or its portfolio companies.

The General Partner has the authority and power to appoint one or more independent representatives to act as agent for SP+ INFRA (and the Unitholders) for purposes of Rule 206(4)-2 (the “Custody Rule”) of the Advisers Act and the Unitholders hereby expressly consent to any such appointment. The independent representative will have the power to (among other things) receive delivery of any custodial statements, account statements, Fund financial statements, notices and / or any other information required to be provided to the Unitholders in order to comply with the Custody Rule or any other requirement under the Advisers Act or any rule or regulation thereunder, review any such information provided to it, and take any other action the independent representative, the General Partner or the Investment Advisor determine to be necessary or appropriate to comply with the Custody Rule or the Advisers Act. As a result, the Unitholders will not separately receive, any such statements or other information.

An additional concern is the possibility of material misrepresentation or omission on the part of the portfolio company or the seller. Such inaccuracy or incompleteness may adversely affect the value of SP+ INFRA’s Investments in such portfolio company. The General Partner and / or the Investment Advisor will rely upon the accuracy and completeness of representations made by the portfolio company 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 of any such representation. SP+ INFRA may elect to obtain a representations and warranties insurance policy that may provide protection to SP+ INFRA in the event of losses arising from the inaccuracy or incompleteness of any such representation. However, there is no guarantee that SP+ INFRA would be able to obtain recovery under any such insurance policy, or that such recovery will be sufficient. In addition, in a transaction where SP+ INFRA has obtained such a policy, recourse to the former owners of a portfolio company may be severely limited or even

Investors should assume that trade errors will occur; however, Stonepeak, SP+ INFRA, the General Partner 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 SP+ INFRA or any Other Stonepeak Account, except to the extent such parties are liable pursuant to the governing documents of SP+ INFRA or such Other Stonepeak Account, including as a result of bad faith, willful misconduct or gross negligence.

From time to time, Stonepeak could elect to voluntarily reimburse SP+ INFRA for losses suffered as a result of certain trade errors. However, investors should not expect that a reimbursement to SP+ INFRA in respect of a trade error will ever take place, and, in evaluating SP+ INFRA, 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 SP+ INFRA. Generally, in determining whether Stonepeak committed fraud, willful misconduct or gross negligence, the General Partner 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 SP+ INFRA 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 SP+ INFRA.

A portfolio company may, in the ordinary course of its business, make political contributions to elected officials, candidates for elected office or political organizations, hire lobbyists or engage in other permissible political activities in U.S. and / or non-U.S. jurisdictions with the intent of furthering its business interests or otherwise. Portfolio companies are not considered Affiliates of Stonepeak under the Fund LPA, and therefore such activities are not subject to relevant policies of Stonepeak and may be undertaken by a portfolio company without the knowledge or direction of Stonepeak. In other circumstances, there may be initiatives where such activities are coordinated by Stonepeak for the benefit of certain portfolio companies. The interests advanced by a portfolio company through such activities may, in certain circumstances, not align with or be adverse to the interests of other portfolio companies, SP+ INFRA and / or the Unitholders. The costs of such activities may be allocated among those portfolio companies (and borne indirectly by the Unitholders). While the costs of such activities will typically be borne by the portfolio company undertaking such activities, such activities may also directly or indirectly benefit other portfolio companies, Other Stonepeak Accounts and / or Stonepeak. There can be no assurance that any such activities will be successful in advancing the interests of a portfolio company or otherwise benefit such portfolio company or SP+ INFRA.

Any such charitable or political contributions made by SP+ INFRA or its portfolio companies, as applicable, which could reduce SP+ INFRA’s returns in respect of the relevant portfolio company, will not be shared with SP+ INFRA or offset against the Management Fees payable or Performance Participation Allocation allocable to the General Partner (or its Affiliates) in respect of SP+ INFRA. There can be no assurance that any such activities will actually be beneficial to or enhance the value of SP+ INFRA or its portfolio companies, or that the General Partner will be able to resolve any associated conflict of interest in favor of SP+ INFRA.

Furthermore, consultants, legal advisors, appraisers, accountants, investment banks and other third parties will be involved in the due diligence process and the ongoing operation of SP+ INFRA and its portfolio companies to varying degrees. Moreover, in negotiating and structuring transactions with counterparties (such as investment banks, financial intermediaries, and other service providers) of SP+ INFRA or portfolio companies, the General Partner and / or Investment Advisor will generally not seek to maximize terms as if such transaction was taking place in isolation – it will be free to consider relationship, reputational and market considerations, which can in some circumstances result in a cost to SP+ INFRA. For example, certain asset management finance, administrative and other similar functions, such as data entry relating to a portfolio company, may be outsourced to a third party or affiliated service provider whose fees and expenses will be borne by such portfolio company or SP+ INFRA and will not offset the Management Fee. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to Stonepeak’s reduced control over the functions that are outsourced. Stonepeak however, is expected to conduct limited independent due diligence solely for the benefit of SP+ INFRA. As such, SP+ INFRA’s due diligence will depend in part on the due diligence that Stonepeak conducts for the benefit of Other Stonepeak Accounts, which due diligence investigation is not expected to take into account the interests of SP+ INFRA or the Unitholders in any particular investment or prospective investment. Stonepeak does not intend to modify its due diligence procedures as a result of SP+ INFRA’s participation or expected participation in any investment. 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. See also “—Portfolio Company Relationships; Transactions with Portfolio Companies; Investments Alongside Portfolio Companies” below.

The decision to engage a third-party service provider and the terms (including economic terms) of such engagement will be made by the General Partner or the Investment Advisor in its discretion, taking into account such factors as it deems relevant under the circumstances. Certain third-party service providers and / or their employees will dedicate substantially all of their business time to SP+ INFRA, Other Stonepeak Accounts and / or their respective portfolio companies, while others will have other clients. In certain cases, third-party service providers and / or their employees (including part- or full-time secondees to Stonepeak) may spend some or all of their time at Stonepeak offices, have dedicated office space at Stonepeak, have Stonepeak-related e-mail addresses, receive administrative support from Stonepeak personnel or participate in meetings and events for Stonepeak personnel, even though they are not Stonepeak employees or Affiliates. Stonepeak 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 SP+ INFRA as Fund Expenses (with no reduction or offset to Management Fees) and retaining third parties will reduce Stonepeak’s internal overhead and compensation and benefit costs for employees who would otherwise

A third-party service provider could face conflicts of interest in carrying out its responsibilities relating to SP+ INFRA and / or its portfolio companies, including (without limitation) in relation to the delegation of such responsibilities to other parties and the allocation of time, attention and resources to Stonepeak as compared to its other clients. Third-party service providers could have incentives to carry out their responsibilities in a manner that does not advance the interests of SP+ INFRA and often have no fiduciary obligation to act in the best interest of Stonepeak or SP+ INFRA. Stonepeak has limited visibility into what conflicts of interest a third-party service provider might face and the extent to which any such conflicts impact the service provider’s decision-making.

There can be no assurances that Stonepeak will be able to identify, prevent or mitigate the risks of engaging third-party service providers. SP+ INFRA 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 and in-house services may not occur uniformly for all Stonepeak managed vehicles and accounts and, accordingly, certain costs may be incurred by (or allocated to) SP+ INFRA through the use of third-party (or internal) service providers that are not incurred by (or allocated to) Other Stonepeak Accounts.

A non-lockstep disposition may arise in the event an Other Stonepeak Account’s holdings of a portfolio company form part of the security package for an asset-based financing (particularly where SP+ INFRA’s holdings are not similarly pledged). In such case, the lenders for any such financing may have rights to foreclose on such Other Stonepeak Account’s holdings of the portfolio company and subsequently sell such holdings to third parties in order to remedy any breach under the documents governing the asset-based financing or to repay any loan thereunder in full. While Stonepeak intends to take steps to avoid any such foreclosure, there can be no assurance Stonepeak will be in a position to avoid such foreclosure or any measures that Stonepeak takes in that regard will be successful. Conversely, the lenders under any such financing may also have the ability to “drag” SP+ INFRA’s interests in such portfolio company in the case of any foreclosure sale, whereupon SP+ INFRA may be required to exit its investment in such portfolio company at an inopportune time or on suboptimal terms.

Adequacy of Reserves; Participation in Follow-On Investments. As is customary in the industry, SP+ INFRA may establish reserves, including for estimated accrued expenses, follow-on investments, Management Fees, pending or anticipated liabilities, investments, claims and contingencies relating to SP+ INFRA. Estimating the appropriate amount of such reserves is difficult and inadequate or excessive reserves could impair the investment returns to Unitholders. If SP+ INFRA’s reserves are inadequate and there are insufficient additional subscriptions or other cash is unavailable, SP+ INFRA may be unable to take advantage of attractive investment opportunities or protect its existing investments. In these circumstances, the General Partner may allocate such opportunities to Other Stonepeak Accounts, which, in the case of further investments in existing portfolio companies could result in SP+ INFRA being subject to dilution and may give rise to other significant risks and conflicts of interest. SP+ INFRA may to the contrary be obligated to bear a larger share of any follow-on opportunity, where Other Stonepeak Accounts (including co-investment vehicles thereof) ultimately do not participate to such follow-on opportunity (including, without limitation, as a result of investment limitations or portfolio structuring considerations with respect to such vehicles or where such co-investment vehicles have insufficient capital available to invest pro rata in such follow-on opportunity, in each case, as determined in good faith by their respective general partners). There can be no assurance that SP+ INFRA will not be adversely affected by such allocations. By contrast, if reserves are excessive, SP+ INFRA may not be able to fully deploy its capital in investments, resulting in lower returns to Unitholders on their total committed capital. Further the allocation of investment opportunities among SP+ INFRA and Other Stonepeak Account may depend, in part, on their respective reserves at the time of allocating the opportunity, possibly resulting in different investment allocations if any such reserves are inadequate or excessive. For example, if the reserves of any Other Stonepeak Account that participated alongside SP+ INFRA in an investment are inadequate and unused capital commitments to such Other Stonepeak Account or other cash is unavailable, such Other Stonepeak Account may be unable to participate in follow-on investments related thereto, and SP+ INFRA may participate to a greater extent than it would have otherwise. Certain committed and other co-investment funds may also not participate in follow-on investments without an agreement by the relevant investors to increase their capital commitments thereto, which would be made in their discretion (for more information regarding how investments will be allocated between SP+ INFRA and the Other Stonepeak Accounts (including the Lux Fund), please see “—Allocation of Investment Opportunities”).

In the event SP+ INFRA is unable to find suitable investments such cash or liquid investments may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for Unitholders’ investment in SP+ INFRA to realize its full potential return and could adversely affect SP+ INFRA’s ability to pay regular distributions of cash flow from operations to Unitholders. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into Investments will generate significant interest, and Unitholders should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event SP+ INFRA fails to timely invest the net proceeds of sales of Units or does not deploy sufficient capital to meet its targeted leverage, SP+ INFRA’s results of operations and financial condition may be adversely affected.

Sourcing and Payment of Distributions. SP+ INFRA has not established a minimum distribution payment level, and SP+ INFRA’s ability to make distributions to its Unitholders may be adversely affected by a number of factors, including the risk factors described in this Registration Statement. As of the date of this Registration Statement, SP+ INFRA has no track record and may not generate sufficient income to make distributions to SP+ INFRA’s Unitholders. The General Partner will make determinations regarding distributions based upon, among other factors, SP+ INFRA’s financial performance, debt service obligations, debt covenants, tax requirements and capital expenditure requirements. Among the factors that could impair SP+ INFRA’s ability to make distributions to its Unitholders are:

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

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

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

SP+ INFRA may also defer operating expenses or pay expenses (including the fees of the Investment Advisor or distributions to the Recipient) with Units in order to preserve cash flow for the payment of distributions. The ultimate repayment of these deferred expenses could adversely affect SP+ INFRA’s operations and reduce the future return on a Unitholder’s investment. SP+ INFRA may repurchase Units from the Investment Advisor or the Recipient shortly after issuing such units or Units as compensation. The payment of expenses in Units will dilute a Unitholder’s ownership interest in SP+ INFRA’s portfolio of assets. There is no guarantee any of SP+ INFRA’s operating expenses will be deferred and the Investment Advisor and the Recipient are under no obligation to receive future fees or distributions in Units and may elect to receive such amounts in cash.

Electronic Delivery of Certain Documents. Pursuant to the Fund LPA, each Unitholder will consent to electronic delivery (including email or posting on Stonepeak’s intranet website or other internet service in accordance with the Fund LPA) of (i) any notices or communications required or contemplated to be delivered to the Unitholder by the General Partner and its Affiliates, pursuant to applicable law or regulation (including, without limitation, the Exchange Act and the U.S. Gramm-Leach-Bliley Act of 1999, as amended), at the option of the person making such delivery and (ii) any notices, requests, demands or consents or other communications and any financial statements, reports, schedules, certificates or opinions required to be provided to the Unitholders under the Fund LPA or under any other agreement that may be applicable to a Unitholder’s investment in SP+ INFRA. There are certain risks (e.g., slow downloading time and system outages) associated with electronic delivery. Moreover, the General Partner cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from any computer viruses or related problems that may be associated with the use of an internet based system.

The General Partner may also obtain leverage at the Fund level. The Fund expects to incur indebtedness and / or provide guarantees or other credit support arrangements, including for the purposes of guaranteeing portfolio company obligations, paying Fund Expenses, Management Fees and Organizational and Offering Expenses, to make, hold or dispose of Investments, or otherwise in connection with SP+ INFRA activities and / or for any proper purpose related to the activities of SP+ INFRA, or providing funds for distribution to Unitholders and to provide financing to the extent necessary to consummate the purchase of Investments prior to the completion of permanent debt financing therefor or prior to the receipt of capital contributions or distributions. Such borrowings also increase the Fund’s leverage without any corresponding acquisition of assets. Fund borrowings and guarantees may be deal-by-deal or on a portfolio basis, and may be on a joint, several, joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio-wide basis) with any Parallel Funds, co-investment vehicles, Other Stonepeak Accounts, joint venture partners and managers of such joint venture partners or any other person. Such arrangements will not necessarily impose joint and several obligations on such other persons that mirror the obligations of the Fund (e.g., the Fund may provide credit enhancement to other persons, whereas such other persons may not provide such enhancement). The interest expense of any such borrowings will generally be allocated among the Fund and such other persons or funds pro rata (and therefore indirectly to the Unitholders pro rata) based on principal amount outstanding. Furthermore, in the case of indebtedness on a joint and several or cross-collateralized basis, the Fund could be required to contribute amounts in excess of its pro rata share of the indebtedness, including additional capital to make up for any shortfall if the other joint and several obligors are unable to repay their pro rata share of such indebtedness. The Fund could lose its interests in performing Investments in the event such performing Investments are cross-collateralized with poorly performing or non-performing Investments of the Fund and / or assets of such other persons. The Fund may also be obligated in some circumstances to reimburse co-investors for their losses resulting from cross-collateralization of their investments with assets of the Fund that are in default. Depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that the Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or joint basis with any Other Stonepeak Account (including the Lux Fund or any co-investment vehicle) but the Fund will not receive compensation for bearing such risks for such Other Stonepeak Account. Further, to the extent a borrowing, guarantee or other credit support is incurred by the Fund on a cross-collateralized and / or joint and several basis with a Parallel Fund or any Other Stonepeak Account (including the Lux Fund or any co-investment vehicle), such Parallel Fund or Other Stonepeak Account may have limited or no remaining unused capital commitments to fund its pro rata share of such borrowing, guarantee or credit support, in which case the Fund could be obligated to contribute more than its pro rata share, or may be required to advance payment on behalf of such Parallel Fund or such Other Stonepeak Account, potentially for an unspecified period or even without the ability to receive any reimbursement from such Parallel Fund or such Other Stonepeak Account. Borrowings under any such facilities (and expenses related thereto) may initially be made with respect to an investment opportunity based on preliminary allocations are subject change and may not take into account investment limitations. The Fund may also be obligated in some circumstances to reimburse Parallel Funds, co-investors or Other Stonepeak Accounts for their losses resulting from cross-collateralization of their investments with assets of the Fund that are in default. Notwithstanding that an obligation (including a guarantee) of the Fund may be joint and several and / or cross-collateralized with obligations of other investment funds, vehicles and / or accounts as described above (including any Parallel Funds and any Other Stonepeak Accounts), only the Fund’s pro rata share of such obligation (as determined by the General Partner and not taking into account the joint and several aspect of such obligations) will be counted toward the Fund’s Leverage Ratio. Although the General Partner will seek to use leverage in a manner it believes is appropriate, the use of leverage involves a high degree of financial risk.

By executing a subscription document with respect to SP+ INFRA, Unitholders will be deemed to have acknowledged and consented to the General Partner or any affiliate thereof causing SP+ INFRA to enter into one or more credit facilities or other similar fund-level borrowing arrangements.

The aggregate amount of indebtedness incurred by the Fund is subject to certain limits (as more fully set forth in “—Leverage” in this Item 1A). These limits do not include leverage on Investments (including Investments in or

Stonepeak may organize portfolio vehicles or other subsidiary entities (“Bond Financing Entities”) for the purpose of providing SP+ INFRA with access to the unsecured bond market in Europe. If an investment held by any Bond Financing Entity organized in connection with a bond financing program for SP+ INFRA were to be unable to service or repay its pro-rata share of such bond financing, the Fund could be required to fund the shortfall. In addition, such bond financing may be on a joint and several basis (which may be on an investment-by-investment or portfolio wide basis) with Parallel Funds, co-investment vehicles or Other Stonepeak Accounts, and, as such, there is a risk that the Fund could be required to contribute amounts in excess of its pro-rata share of such financing, including additional capital (a) to make up for any shortfall if the Parallel Funds, co-investment vehicles or Other Stonepeak Accounts are unable to service or repay their pro-rata share of such financing or (b) to reimburse such Parallel Funds, co-investment vehicles or Other Stonepeak Accounts for proceeds that would have been distributed to such investors but instead are used to service or repay such Bond Financing Entity financing relating to investments in which such entities do not participate.

Moreover, in connection with one or more credit facilities entered into by SP+ INFRA, distributions to the Unitholders may be subordinated to payments required in connection with any indebtedness contemplated thereby. Such borrowings may limit the Unitholders’ ability to use their interests in SP+ INFRA as collateral for other indebtedness. If SP+ INFRA defaults on indebtedness secured by an Investment, the lender may foreclose, resulting in a loss of the entire Investment.

The use of leverage by portfolio companies involves a higher degree of financial risk than companies that do not employ this strategy. SP+ INFRA’s portfolio companies are expected to incur varying degrees of leverage, as a result of which recessions, pandemics, operating problems and other general business and economic risks (as well as particular risks associated with investing in technology companies described above) would likely have a more pronounced effect on the profitability or survival of such companies (see “—Coronavirus and Public Health Emergencies” for additional considerations in this regard). In addition, this leverage could accelerate and magnify declines in the value of the investments in the leveraged portfolio companies in a down market. Moreover, any rise in interest rates may significantly increase a portfolio company’s interest expense, causing losses and / or the inability to service debt levels. Lenders or other holders of debt senior to the debt positions held by SP+ INFRA may be entitled to a preferred cash flow prior to SP+ INFRA receiving a return on certain Investments. In the event a portfolio company is unable to generate sufficient cash flow to meet the principal and interest payments on indebtedness senior to that of debt or equity held by SP+ INFRA or where there is a breach of a performance covenant, SP+ INFRA may suffer a partial or total loss of capital invested in the portfolio company. In certain situations, more than one investment purchased by SP+ INFRA with the use of leverage may be held with the same bank, custodian or dealer.

With respect to the portfolio companies of SP+ INFRA, multiple leveraged investments may be linked and used to “cross-collateralize” the borrowings. In the event that such investments are “cross-collateralized,” SP+ INFRA could experience concurrent liquidation on multiple investments to satisfy its borrowing obligations, and an adverse event or condition at or with respect to one portfolio company could negatively affect and / or cause a loss of a different investment that would not otherwise be subject to such adverse event or condition. To the extent the entities

In the event that SP+ INFRA uses a borrowing facility that is collateralized by certain or all of the Fund’s or any Parallel Fund’s investments, each of the Fund’s Unitholders, including those that have no interest in certain Investments, would nevertheless be exposed to risks associated with the Fund’s and such Parallel Fund’s interest in such Investments. For example, in the event that the value of such Investment were to meaningfully deteriorate, there could be a margin call on SP+ INFRA’s facility, in response to the decrease in the collateral value. A decline in the value of such Investment could also result in increased costs of borrowing for SP+ INFRA as a whole. Unitholders may also have an interest in certain Investments that is disproportionate to their exposure to leverage through cross-collateralization on other Investments.

Without limiting the generality of the foregoing, SP+ INFRA expects to enter into an asset-backed credit facility. Such debt exposes SP+ INFRA to refinancing, recourse and other risks. With respect to any asset-backed facility entered into by SP+ INFRA, a decrease in the market value of SP+ INFRA’s Investments would increase the effective amount of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which SP+ INFRA must either repay the borrowed funds to the lender, which could cause SP+ INFRA to suffer foreclosure or forced liquidation of the pledged assets. Liquidation of SP+ INFRA’s Investments at an inopportune time in order to satisfy such financial covenants could adversely impact the performance of SP+ INFRA and could, if the value of its Investments had declined significantly, cause SP+ INFRA to lose all or a substantial amount of its capital. Moreover, if additional capital were required to satisfy such financial covenants, such capital would effectively reduce the amount of capital available for other Investments and could adversely affect the diversification of SP+ INFRA’s portfolio. In the event of a sudden, precipitous drop in the value of SP+ INFRA’s assets, SP+ INFRA might not be able to dispose of assets quickly enough to pay off its debt, resulting in a foreclosure or other total loss of some or all of the pledged assets. Fund-level debt facilities typically include other covenants such as, but not limited to, covenants against SP+ INFRA incurring or being in default under other recourse debt, including certain Fund guarantees of asset-level debt, which, if triggered, could cause adverse consequences to SP+ INFRA if it is unable to cure or otherwise mitigate such breach.

Tax-exempt investors should note that use of leverage by SP+ INFRA may create UBTI and should refer to the discussion of “Item 1(c). Description of Business—Certain U.S. Tax Considerations—Tax-Exempt Investors”.

Similarly, the Fund will from time to time enter into cross-guarantee, cross-collateralization and joint and several arrangements with one or more co-investment vehicles, either with respect to a single Investment or across multiple Investments. Because co-investors typically have little or no unfunded capital commitments to fund their pro rata share of the relevant borrowing, guarantee or credit support obligation, the Fund will be liable for the full amount of the relevant obligation, and as a result may be obligated to contribute more than its pro rata share of such obligation or to advance payment on behalf of any such co-investment vehicle. It is not expected that the Fund will be compensated for the foregoing, notwithstanding that such co-investors’ are “free-riding” at the expense of the Fund, potentially for an extended or indefinite period of time. While the Fund will seek to enter into back-to-back or similar reimbursement agreements with any applicable co-investment vehicles to ensure that each participating vehicle ultimately bears its pro rata share of any such obligation, the Fund’s recourse may be limited to limited unfunded capital commitments and / or the applicable co-investment vehicle’s interest in the relevant Investment with respect to which the Fund’s obligation arose, which may have been triggered by performance issues.

A counterparty, lender or other unaffiliated participant in a transaction could require or desire that it face only one holding vehicle, special purpose vehicle or portfolio company of the Fund, any Parallel Fund or Other Stonepeak Account (including the Lux Fund and any co-investment vehicle), even though multiple holdings vehicles, special purpose vehicles or portfolio companies of the Fund, any Parallel Fund and Other Stonepeak Accounts (including the Lux Fund) benefit from the lender or other arrangement. This will typically result in (i) the person facing the counterparty, lender or other unaffiliated participant being solely liable with respect to the entire obligation, and therefore being required to contribute amounts in respect of the shortfall attributable to other holding vehicles, special purpose vehicles or portfolio companies and (ii) holding vehicles, special purpose vehicles or portfolio companies of the Fund, any Parallel Fund and Other Stonepeak Accounts (including the Lux Fund) being jointly and severally liable for the full amount of the obligation, liable on a cross-collateralized basis or liable for an equity cushion (which cushion amount may vary depending upon the type of financing or refinancing (e.g., cushions for refinancings may be smaller)). The holding vehicles, special purpose vehicles and portfolio companies of the Fund, any Parallel Fund and Other Stonepeak Accounts (including the Lux Fund) benefiting from a financing or other arrangement can be expected to enter into a back-to-back or other similar reimbursement arrangements whereby each agrees that no holding vehicle, special purpose vehicle or portfolio company bears more than its pro rata portion of the debt and related obligations. It is not expected that the holding vehicles, special purpose vehicles or portfolio companies would be compensated (or provide compensation to other holding vehicles, special purpose vehicles or other persons) for being primarily liable, or jointly liable, for other persons’ pro rata share of any financing. See also “—Financial Leverage” above.

If SP+ INFRA were to utilize one or more of such investment vehicles for any such purpose, each of the Unitholders, including those that have no (or different) interest in certain Investments, would nevertheless be exposed to risks associated with SP+ INFRA’s interest in such Investments and / or other assets. For example, in the event that the value of such investment were to meaningfully deteriorate, there could be a margin call on SP+ INFRA’s facility, in response to the decrease in the collateral value. A decline in the value of such investment could also result

SP+ INFRA expects that the terms of the financing that any investment vehicles enter into will generally provide that the principal amount of assets must exceed the principal balance or market value of the related debt/preferred equity by a certain amount, commonly referred to as “over-collateralization.” SP+ INFRA anticipates that the financing terms may provide that, if certain delinquencies and / or losses exceed specified levels, the required level of over-collateralization may be increased or may be prevented from decreasing as would otherwise be permitted if losses or delinquencies did not exceed those levels. Failure to obtain favorable terms with regard to over-collateralization may materially and adversely affect the liquidity of SP+ INFRA. If assets held by such investment vehicles fail to perform as anticipated, their over-collateralization or other credit enhancement expenses may increase, resulting in a reduction in income and cash flow to SP+ INFRA from these investment vehicles.

In addition, a decline in the quality of assets in an investment vehicle due to poor operating results of the relevant issuer, declines in the value of collateral (whether due to poor operating results or economic conditions), among other things, may force an investment vehicle to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to SP+ INFRA for distribution to the Unitholders, or in certain cases a margin call or mandatory prepayment may be triggered by such perceived decrease in value which may require a large amount of funding (either from separate borrowing proceeds or capital contributions) on short notice.

The use of margin borrowings results in certain additional risks to SP+ INFRA. See “—Preferred Financing; Margin Loans.”

The equity interests that SP+ INFRA will hold in such an investment vehicle will not be secured by the assets of such investment vehicle, and SP+ INFRA will rank behind all known or unknown creditors and other stakeholders, whether secured or unsecured, of the investment vehicle. To the extent that any losses are incurred by the investment vehicle in respect of any collateral, such losses will be borne first by SP+ INFRA as owner of common equity interests.

In general, the use of short-term margin borrowings results in certain additional risks to SP+ INFRA. For example, should the securities pledged to brokers to secure SP+ INFRA’s margin accounts decline in value, SP+ INFRA could be subject to a “margin call,” pursuant to which SP+ INFRA must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of SP+ INFRA’s assets, SP+ INFRA might not be able to liquidate assets quickly enough to satisfy its margin requirements, or may be required to sell assets at such reduced values.

SP+ INFRA may be subject to margin calls in connection with its derivative transactions that are subject to variation margin requirements. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time could subject to SP+ INFRA to an unexpected increase in collateral obligations to clearinghouses during a volatile market environment, which could have a detrimental effect on SP+ INFRA. Clearinghouses may also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which in certain circumstances would require SP+ INFRA to borrow eligible securities from a dealer to meet margin calls and would raise the costs of cleared trades to SP+ INFRA.

To the extent a margin loan is entered into on behalf of both SP+ INFRA and a co-investment vehicle on a cross-collateralized basis, in the event of a margin call, SP+ INFRA and / or such co-investment vehicle may be obligated to contribute additional capital in connection with the investment in order to avoid a default on the margin loan. Because co-investment vehicles frequently have limited or no remaining unused capital commitments, co-investors may have an option (but not an obligation) to increase their capital commitment to fund their share of such margin call, and in the event that one or more co-investors decline to do so, SP+ INFRA is expected to be liable for such amounts. Because margin calls are most likely to occur at times when the underlying investment has declined in value, the likelihood that co-investors elect not to fund their share of such margin call is greater than in the case of ordinary course follow-on investments, and SP+ INFRA’s exposure to further decreases in value of the related investment may be higher as a result.

SP+ INFRA may in the future determine to establish individual Classes, sub-Classes or tracking interests denominated in different currencies for the purpose of engaging in currency hedging. In relation to currency hedging undertaken, if any, in the interest of a hedged Class, sub-Class or interest, note that such Class, sub-Class or interest does not constitute a separate portfolio of assets and liabilities. Accordingly, while gains and losses on any such hedging transactions and the expenses of the hedging program could be allocated to the hedged Class, sub-Class or interests only, SP+ INFRA as a whole (including the non-hedged Classes, sub-Classes or interests), could be liable for obligations in connection with the currency hedges in favor of a specific Class, sub-Class or interests. Additionally, any financing facilities or guaranteed utilized in connection with the hedging program may be entered into by SP+ INFRA as a whole and not any specific Class, sub-Class or interests.

To the extent SP+ INFRA concentrates Investments in a particular issuer, asset type, sector, industry, security or geographic region, its Investments will become more susceptible to fluctuations in value resulting from adverse economic, political, regulatory, technological, industry or business conditions with respect thereto. Certain geographic regions and / or industries in which SP+ INFRA may more heavily invest may be more adversely affected from economic pressures when compared to other geographic regions and / or industries. As a consequence, the aggregate returns of SP+ INFRA may be adversely affected by the unfavorable performance of one or a limited number of Investments. Moreover, there are no assurances that any or all of SP+ INFRA’s Investments will perform well or avoid loss, and if certain investments perform unfavorably, for SP+ INFRA to achieve above average returns, one or a few of its Investments must perform very well. There are no assurances that this will be the case.

In holding such non-controlling interests, SP+ INFRA 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 SP+ INFRA 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 General Partner does not agree or such management may take risks or otherwise act in a manner that does not serve SP+ INFRA’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.

While the General Partner expects to perform a detailed assessment on Third-Party Fund Managers on a variety of key investment, operational, and legal areas, there can be no assurance that such assessment will identify or prevent any such misconduct or all other potential risks, problems or issues with the Third-Party Fund Manager or its portfolio companies.

Among the factors that the General Partner may consider in selecting Third-Party Fund Managers for investment is a record of strong financial performance and prospects for future success and growth. However, the past performance of a Third-Party Fund Manager and/or its Third-Party Pooled Investment Vehicles is not indicative of such Third-Party Fund Manager’s future performance. There is no assurance that a Third-Party Fund Manager will achieve similar revenues or profits in the future and an investment with a Third-Party Fund Manager could result in a partial or total loss for SP+ INFRA.

The General Partner will typically not be able to negotiate the terms of its investments in a Third-Party Pooled Investment Vehicle, including the level of any fee offsets, and will not be responsible for, or have visibility into, determining whether Third-Party Fund Managers of such Third-Party Pooled Investment Vehicles are correctly calculating fees or fee offsets. The General Partner is expected to have limitations around the type of information it receives from Third-Party Fund Managers and Third-Party Pooled Investment Vehicles, including because certain of this information may be considered proprietary. The lack of access to information in connection with SP+ INFRA’s evaluation of an opportunity to invest in a Third-Party Pooled Investment Vehicle may make it more difficult for the General Partner to select and evaluate potential investments.

Third-Party Fund Managers may enter into new lines of business not anticipated by SP+ INFRA at the time it invests in such Third-Party Fund Managers. Third-Party Fund Managers may also have the ability to change their investment objectives and strategies and economic and other terms after SP+ INFRA has made its investments in such Third-Party Fund Managers or Third-Party Pooled Investment Vehicles and such change in the investment objectives and strategies may be different from the objectives currently expected by the General Partner. SP+ INFRA and Stonepeak will likely not have the ability to prevent Third-Party Fund Managers from taking such action and decisions by the Third-Party Fund Managers may negatively impact the performance of SP+ INFRA.

It is expected that Third-Party Fund Managers will implement similar leverage arrangements to SP+ INFRA with respect to their Third-Party Pooled Investment Vehicles, which would increase the overall indirect leverage applicable to the Fund’s Investments. The Third-Party Fund Managers may obtain leverage at the “fund” level. The exercise by any lenders of their remedy under a subscription facility to issue drawdown notices to investors in the relevant Third-Party Pooled Investment Vehicle would reduce the amount of capital otherwise available to such Third-Party Pooled Investment Vehicle for making investments and may negatively impact its ability to make investments or achieve its investment objectives. In addition, such borrowings may limit SP+ INFRA’s ability to use its interests in the relevant Third-Party Pooled Investment Vehicle as collateral for other indebtedness that SP+ INFRA may bear.

A Third-Party Fund Manager or a Third-Party Pooled Investment Vehicle may make distributions to SP+ INFRA that are subject to clawback arrangements with such Third-Party Fund Manager or Third-Party Pooled Investment Vehicle (as applicable). Accordingly, SP+ INFRA may set aside amounts that it could otherwise reinvest or distribute to Unitholders for the purpose of making clawback payments. Amounts set aside to fund clawback payments will reduce the amount of funds available for distribution to Unitholders or additional investments by SP+ INFRA. In addition, SP+ INFRA may make commitments to Third-Party Fund Managers and/or Third-Party Pooled Investment Vehicles in excess of SP+ INFRA’s total capital. As a result, SP+ INFRA may need to retain distributions or take other measures (e.g., borrowing) if it does not generate sufficient cash flow from its investments to meet these commitments.

Any investment in a Third-Party Pooled Investment Vehicle is likely to be structured as a long term capital commitment. A Third-Party Pooled Investment Vehicle may, among other things, default or terminate SP+ INFRA’s interest in that Third-Party Pooled Investment Vehicle if SP+ INFRA fails to satisfy any capital call by that Third-Party Pooled Investment Vehicle with respect to any such capital commitment, which would result in a substantial reduction in the value of such interest and other adverse consequences to SP+ INFRA (such as, but not limited to, removal of the right to vote, no participation in future investments, or reduction or forfeiture of capital accounts). Failure by Unitholders to fund capital contributions when due to SP+ INFRA would expose SP+ INFRA to this risk of default and other adverse consequences (and it is therefore essential that Unitholders fund capital

Third-Party Fund Managers and their affiliates generally will engage in a wide range of activities and will have other interests and relationships that may create a variety of conflicts of interest. The Third-Party Fund Managers’ activities will not be coordinated with each other. From time to time a Third-Party Fund Manager of a Third-Party Pooled Investment Vehicle may buy or sell securities for the benefit of one or more other vehicles or accounts at the same time that such Third-Party Fund Manager buys or sells those same securities with respect to vehicles in which SP+ INFRA invests. Different Third-Party Fund Managers may also engage in conflicting activities with respect to the same companies or issuers, including buying or selling at opposite times or at different prices and terms since their activities are not coordinated. This may lead to additional costs and expenses and indirectly losses, which would be borne by SP+ INFRA to the extent of its investment in the relevant Third-Party Pooled Investment Vehicle to the extent such investments were adversely impacted by the uncoordinated actions.

SP+ INFRA is expected to invest a meaningful portion of its capital in and / or alongside Other Stonepeak Accounts. The overall success of SP+ INFRA depends not only on the ability of SP+ INFRA to effectively allocate its capital among the Other Stonepeak Accounts and Direct Investments but also Stonepeak’s ability to make successful investments in the applicable Other Stonepeak Accounts in and alongside which SP+ INFRA invests. Accordingly, SP+ INFRA will be highly dependent upon the expertise and abilities of Stonepeak and its personnel, who have investment discretion over SP+ INFRA’s assets and deploy capital within the various Other Stonepeak Accounts in and alongside which SP+ INFRA invests.

The level of risk associated with SP+ INFRA’s investments varies depending in part on the particular investment strategies utilized by Stonepeak with respect to the applicable Other Stonepeak Accounts in and alongside which SP+ INFRA invests. Each of the risks and conflicts set forth herein may or may not relate to any particular Other Stonepeak Account. Potential investors in SP+ INFRA should carefully consider the risks associated with SP+ INFRA’s investment strategy and those of the Other Stonepeak Accounts prior to investing.

Stonepeak, SP+ INFRA, SP+ INFRA’s portfolio companies, their service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers. These information, technology and communications systems are subject to a number of different threats or risks that could adversely affect Stonepeak, SP+ INFRA, the Unitholders and SP+ INFRA’s portfolio companies. For example, the information and technology systems of Stonepeak, SP+ INFRA, its portfolio companies and other related parties, such as service providers, may be vulnerable to damage or interruption from cyber security breaches, computer viruses and other malicious code, ransomware attacks, network failures, computer and digital infrastructure failures, 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, earthquakes, wars and terrorist attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Stonepeak’s, SP+ INFRA’s, SP+ INFRA’s portfolio companies’ or their respective service providers’ systems to disclose sensitive information in order to gain access to Stonepeak’s, SP+ INFRA’s, or SP+ INFRA’s portfolio companies’ data or that of the Unitholders.

If unauthorized parties gain access to any information and technology systems of Stonepeak, SP+ INFRA, SP+ INFRA’s portfolio companies or certain of their service providers, they may be able to steal, publish, delete or modify private and sensitive information, including non-public personal information related to Unitholders (and their beneficial owners) and material non-public information. Although Stonepeak has implemented, and its 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, SP+ INFRA and / or a portfolio company, each of whom could be negatively impacted as a result. In addition, Stonepeak could also suffer losses in connection with updates to, or the failure to timely update, the technology platforms on which it relies. 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, SP+ INFRA and / or a portfolio company may have to make a significant investment to fix or replace them. The failure of these systems and / or of disaster recovery plans for any reason could cause significant interruptions in Stonepeak’s, SP+ INFRA’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 Unitholders (and their beneficial owners), material non-public information in possession of and the intellectual property and trade secrets and other sensitive information in the possession of Stonepeak and / or portfolio companies. Stonepeak, SP+ INFRA and / or a portfolio company could be required to make a significant investment to remedy the effects of any such failure, harm to their reputations, legal claims that they and their respective Affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy or other laws, adverse publicity, other events that may affect their business and financial performance. See also “—Availability of Insurance Against Certain Catastrophic Losses” herein.

SP+ INFRA and its portfolio companies cannot make any prediction of specific scenarios with respect to any pandemics, and risk management and contingency plans SP+ INFRA and its portfolio companies have implemented may not adequately protect their respective businesses from such events. An extended period of remote work arrangements could strain SP+ INFRA’s or its portfolio companies’ business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair SP+ INFRA’s or the portfolio companies’ ability to manage their respective businesses. The business operations of SP+ INFRA and its portfolio companies could be significantly disrupted if their critical workforce, key vendors, third-party suppliers or counterparties with whom SP+ INFRA or its portfolio companies, as applicable, transact are unable to work effectively, including because of illness, quarantines, government actions in response to pandemics, disruptions in access to remote working capabilities, including as a result of internet service outages, or other reasons. SP+ INFRA and its portfolio companies may outsource certain critical business activities to third parties. As a result, SP+ INFRA and its portfolio companies

Certain violations of privacy laws may result in significant administrative fines, for example, under the EU GDPR, fines of up to 20,000,000 Euro, or in the case of an undertaking, up to four percent of the total worldwide annual turnover of the preceding financial year, whichever is higher. Any failure to comply with applicable privacy and data protection related obligations may therefore result in significant liability, which could have an adverse effect on investors in SP+ INFRA. The costs of compliance with, and other burdens imposed by applicable data protection and privacy laws will be borne (whether directly or indirectly) by SP+ INFRA and may, therefore, affect any returns that would otherwise be available to investors in SP+ INFRA.

Further international legislative evolution in the field of privacy and data protection is expected, which may further increase monitoring and compliance costs and have an adverse impact on SP+ INFRA. For example, the EU Commission’s Regulation on Privacy and Electronic Communications will in due course replace the current ePrivacy Directive, and update the legal framework regarding privacy in electronic communications (and will likely apply to providers of such services to end users in the EEA). The ePrivacy Regulation is still in the process of being discussed and finalised, but is expected to come into force within the next few years. There may also be further divergence in data protection laws between the UK and EEA in future, as the UK has proposed amendments to the UK GDPR via the Data Protection and Digital Information (No. 2) Bill. This may create a greater dual regulatory compliance burden on organizations that are subject to both regimes, and a diverging UK regime may result in the EU re-evaluating the adequacy of the UK data protection framework, resulting in additional compliance costs when sending data from the EEA to the UK. The UK and EEA are considering or have enacted a variety of other laws and regulations relating to data such as the NIS 2 Directive (EEA), the Digital Operational Resilience Act (EEA), the Data Act (EEA), Data Governance Act (EEA), Financial Data Access Regulation (EEA), Digital Services Act (EEA), Online Safety Act (UK) and the Artificial Intelligence Act (EEA) (the latter of which is discussed under “—Artificial Intelligence Developments” herein), all of which could have a material impact on SP+ INFRA and the operations of its portfolio companies. Stonepeak cannot predict how these and other data protection laws may develop, or how they will be applied or interpreted by regulators and courts, and it may result in the business practices of Stonepeak or a portfolio company changing in a manner which adversely affects SP+ INFRA. Further, the costs of monitoring to and responding to such developments may require the dedication of substantial time and financial resources which may also increase over time, which could affect returns that would otherwise be available to investors.

Prospective Unitholders should note that it is expected that they will provide personal data (which may include special categories of personal information data to the EU GDPR and the UK GDPR), as part of their subscription to SP+ INFRA and in their interactions with SP+ INFRA, its Affiliates, and / or delegates. SP+ INFRA has prepared a Fund Privacy Notice that is contained within the Subscription Agreement. Before subscribing to SP+ INFRA, all Unitholders and prospective Unitholders are encouraged to carefully review the Fund Privacy Notice, which includes detailed information regarding how this personal information is processed.

AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate, nor does Stonepeak expect to be involved in the collection of such data or development of such algorithms in the ordinary course. Moreover, with the use of AI Technologies, there exists a lack of transparency of how inputs are converted to outputs and Stonepeak in no way will be able to verify this process and its accuracy. Accuracy of such inputs and the resulting impact on the modeling of AI Technologies cannot be verified and could result in risk of diminished quality control or false or misleading information, including coding that may be used by Stonepeak, SP+ INFRA, its portfolio companies or a third-party. Further, inherent conscious or subconscious bias in the construction of AI Technologies can lead to a wide array of risks including but not limited to accuracy, efficacy and reputation. Therefore, it is expected that data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact Stonepeak, SP+ INFRA and its portfolio companies and investments to the extent they rely on the work product of such AI Technologies.

AI Technologies could also be misused or misappropriated by third-parties and / or employees of Stonepeak. For example, there is a risk that a user may input confidential information, including material non-public into AI Technologies applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party AI Technologies applications and users. Moreover, Stonepeak will not necessarily be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided, even where it has sought contractual protection against such use. The use of AI Technologies, including potential inadvertent disclosure of confidential Stonepeak information, could also lead to legal and regulatory investigations and enforcement actions. AI Technologies and their current and potential future applications including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. For more information on risks relating to information security, see also “—Cyber Security Breaches, Identity Theft, Denial of Service Attacks, Ransomware Attacks, and Social Engineering Attempts” herein.

Stonepeak continues to review its internal practices, including its general policies as well as specific guidelines and controls governing use of AI Technologies by its personnel, including in connection with Stonepeak’s investment activities, and such internal practices will be periodically evaluated and adjusted as AI Technologies continue to advance. Stonepeak currently permits its personnel to use AI (subject to human oversight and review) for certain processes including conducting broad research and analysis of investment themes, sectors, or companies. It is expected that some Stonepeak personnel will utilize AI Technologies for such purposes when researching and

Regulations related to AI Technologies may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on organizations connected to Stonepeak, SP+ INFRA and its portfolio companies. For example, the European Union is in the process of implementing a new regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”). The EU AI Act will take effect in the near future and shall impose material requirements on both the providers and deployers of AI Technologies, with infringements punishable by sanctions including fines of up to 7% of total annual worldwide turnover or 35 million euros (whichever is higher) for the most serious breaches. These obligations will apply on an extraterritorial basis. Preparing for and complying with the EU AI Act and other regulations related to AI Technologies could involve material compliance costs and / or adversely affect the operations or results of a business related to SP+ INFRA, potentially affecting returns that would otherwise be available to investors.

AI Technologies and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Additional, unanticipated risks may emerge as use cases for AI Technologies are developed further and as the technology underlying AI Technologies continue to evolve. SP+ INFRA will pay and bear all or a portion of expenses and fees associated with developing, obtaining, implementing and maintaining such AI Technologies, including 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 SP+ INFRA, Stonepeak or their Affiliates in connection with such AI Technologies.

While businesses subject to the CCPA needed to comply by January 2020, the law became enforceable by the Attorney General of California on July 1, 2020 and authorizes a civil penalty up to $2,500 for each violation or $7,500 for each intentional violation, if a business fails to cure any alleged violation within 30 days after being notified of alleged noncompliance. The CCPA also provides a private right of action in connection with data security incidents involving a California resident’s personal information that result from a business’s failure to maintain reasonable and appropriate security procedures and practices. There is a risk that the measures taken by the Investment Advisor, SP+ INFRA, or one or more portfolio companies to comply with the CCPA will not be implemented correctly or that individuals within the business will not be fully compliant with the measures. In the event of noncompliance with this law, the Investment Advisor, SP+ INFRA or such portfolio companies could face significant sanctions, as well as reputational damage, which could have a material adverse effect on the operations, financial condition and prospects of the Investment Advisor, SP+ INFRA or such portfolio companies.

Similar to the CCPA, Virginia’s and Colorado’s laws impose a number of obligations on covered businesses in relation to the personal information of each state’s residents. China also recently passed the Personal Information Protection Law, which is a comprehensive data protection law with extraterritorial effect that is modeled, in part, on the EU GDPR and became effective on November 1, 2021. There currently are a number of proposals for comprehensive privacy and data protection legislation pending before U.S. federal and state, and non-U.S. legislative and regulatory bodies that could impose new obligations in areas affecting the business of the Investment Advisor, SP+ INFRA and the portfolio companies. In addition, some countries are considering or have passed legislation requiring localized storage and processing of data or similar requirements that could increase the cost and complexity to the Investment Advisor, SP+ INFRA and the portfolio companies of delivering their services or could limit their ability to execute on their business plans.

China continues to strengthen its protections of personal information and tighten control over cross-border data transfers with the implementation of the Cybersecurity Law, Data Security Law (the “DSL”), the PIPL and the Espionage Act. These laws may affect the business of SP+ INFRA and its portfolio companies in the following ways. First, SP+ INFRA 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 SP+ INFRA 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 SP+ INFRA 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 SP+ INFRA and its portfolio companies in China, in which case these restrictions could harm SP+ INFRA and its portfolio companies that rely on the ability to freely transfer data outside China. Finally, SP+ INFRA 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.

The far-reaching impact of these laws across many business lines also provides an additional layer of compliance costs and considerations for the Investment Advisor, SP+ INFRA and the portfolio companies, especially where portfolio companies are dependent on monetizing customer data as a meaningful source of revenue.

There is a risk that the measures taken by the Investment Advisor, SP+ INFRA and the portfolio companies to comply with these laws and regulations will not be implemented or maintained correctly. If there are violations of these laws or regulations, the Investment Advisor, SP+ INFRA or a portfolio company could face significant fines or penalties, including those detailed above with respect to the GDPR, the UK GDPR, GLB/Regulation S-P, Section 5 of the FTC, the CCPA and other emerging privacy and cybersecurity laws, as well as reputational damage, which could have a material adverse effect on their respective operations, financial condition and prospects. The costs of compliance with, and other burdens imposed by these laws will be borne (whether directly or indirectly) by SP+ INFRA and may, therefore, affect any returns that would otherwise be available to investors in SP+ INFRA. Further, the Investment Advisor, SP+ INFRA and the portfolio companies may not be able to accurately anticipate the ways in which regulators and courts will apply or interpret such privacy and cybersecurity laws and if such laws are implemented or applied in a manner inconsistent with the Investment Advisor’s, SP+ INFRA’s or the portfolio companies’ expectations, it may result in the need to change business practices in a manner that adversely impacts SP+ INFRA.

SP+ INFRA is subject to the risk that its trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, systems failure or human error. As a result, SP+ INFRA could be unable to achieve the market position selected by the General Partner and / or the Investment Advisor or might incur a loss in liquidating its positions. Since some of the markets in which SP+ INFRA may affect transactions are over-the-counter or interdealer markets, the participants in such markets are typically not subject to credit evaluation or regulatory oversight comparable to that which members of exchange-based markets are subject. SP+ INFRA is also exposed to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, thereby causing SP+ INFRA to suffer a loss.

Repurchase of Units may likely be the only way for a Unitholder to dispose of its Units. It is uncertain as to when profits, if any, will be realized by a Unitholder and if such Unitholder will realize profits from SP+ INFRA prior to SP+ INFRA repurchasing its Units. Whether SP+ INFRA has sufficient liquidity to meet a Unitholder’s request for repurchase will be determined by the General Partner. SP+ INFRA will not be obligated to liquidate any asset in order to meet repurchase requests and because of the illiquid nature of holdings in portfolio companies, SP+ INFRA may not have sufficient cash flow to meet repurchase requests at any given time. See “—Lack of Liquidity.” below. If the General Partner determines there is insufficient liquidity to meet repurchase requests under the Repurchase Program, such requests will be delayed until the General Partner determines there is sufficient liquidity and such delay may be significant. In addition, there are substantial restrictions upon the repurchase of Units under the Fund LPA and applicable securities laws.

Withdrawals from SP+ INFRA will not be permitted except in extraordinary and very limited circumstances that are set out in the Fund LPA, where the continued involvement of the Unitholder with SP+ INFRA creates a material adverse effect in respect of SP+ INFRA, the General Partner, the Investment Advisor, any portfolio company, or any of their Affiliates or for the Unitholder in certain limited circumstances. In such circumstances, a Unitholder may be required to withdraw as a Unitholder of SP+ INFRA.

SP+ INFRA intends to implement a Repurchase Program in which it expects to periodically offer to repurchase up to 5% of Units outstanding (either by number of Units or aggregate NAV).The General Partner may amend or suspend the Repurchase Program if in its reasonable judgment it deems such action to be in the Fund’s best interest and the best interest of Unitholders, including, but not limited to, regulatory or structuring reasons or as necessary to ensure that the Fund is not subject to tax as a corporation; provided that any such suspension or material modification shall be subject to the approval of the Independent Directors. As a result, Unit repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on SP+ INFRA’s or Stonepeak’s liquidity, adversely affect SP+ INFRA’s operations or risk having an adverse impact on SP+ INFRA that would outweigh the benefit of the repurchase offer. SP+ INFRA intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 under the Exchange Act, but may also determine to conduct the Repurchase Program pursuant to applicable guidance or relief from the SEC staff. See “Item 1A. Risk Factors—Potential Conflicts of Interest—The Lux Fund” below.

In the event that, pursuant to the limitations above, not all of the Units submitted for repurchase during a given quarter are to be accepted for repurchase by SP+ INFRA, Units submitted for repurchase during such quarter will be repurchased on a pro-rata basis. SP+ INFRA expects that settlements of repurchases will be made promptly after the termination of the repurchase offer and may be made in the form of short-term promissory note.

All unsatisfied requests must be resubmitted in the next quarterly repurchase offer, or upon the recommencement of the Repurchase Program, as applicable.

These liquidity requirements may be significant. SP+ INFRA’s commitments to portfolio companies may require significant cash outlays over time, and there can be no assurance that SP+ INFRA will be able to generate sufficient cash flows from sales of Units to investors.

Moreover, in light of the nature of SP+ INFRA’s continuous monthly private offering in relation to the investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if the General Partner or Investment Advisor have difficulty identifying and purchasing suitable investments on attractive terms, there could be a delay between the time SP+ INFRA receives net proceeds from the sale of Units and the time SP+ INFRA uses the net proceeds towards investment opportunities. SP+ INFRA may also from time to time hold cash pending its deployment into investment opportunities or have less than SP+ INFRA’s targeted leverage. Any such held cash or shortfall in target leverage may at times be significant, particularly at times when SP+ INFRA is receiving high amounts of offering proceeds and / or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of SP+ INFRA’s investors that may be invested in money market accounts or other similar temporary investments, each of which is subject to management fees.

If SP+ INFRA is unable to find suitable investment opportunities, such cash may be maintained for longer periods which would be dilutive to overall portfolio returns. This could cause a substantial delay in the time it takes for SP+ INFRA’s Investment to realize its full potential return and could adversely affect SP+ INFRA’s ability satisfy repurchase requests of the Unitholders. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending its deployment into portfolio companies will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns.

In the event the General Partner fails to timely utilize the net proceeds of sales of SP+ INFRA’s Units or does not deploy sufficient capital to meet SP+ INFRA’s targeted leverage, SP+ INFRA’s results of operations and financial condition may be adversely affected. In the event that SP+ INFRA’s liquidity requirements were to exceed available liquid assets for the reasons specified above or for any other reasons, the General Partner may increase SP+ INFRA’s indebtedness or be forced to sell assets.

It is unlikely that there will be a public market for the securities held by SP+ INFRA at the time of their acquisition. SP+ INFRA will generally not be able to sell its Investments through the public markets unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. A portion of SP+ INFRA’s Investments may consist of securities that are subject to restrictions on resale by SP+ INFRA because they were acquired in a “private placement” transaction or because SP+ INFRA is deemed to be an Affiliate of the issuer of such securities. Generally, SP+ INFRA will be able to sell such securities only under Rule 144 under the Securities Act, which permits limited sales under specified conditions, or pursuant to a registration statement under the Securities Act (and in either case, such a sale is likely to be subject to a discount relative to what might have been obtained absent any such restriction). When restricted securities are sold to the public, SP+ INFRA may be deemed to be an underwriter or possibly a controlling person with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act. In addition, SP+ INFRA likely will be prohibited by contract or other limitation in many cases from selling a portfolio company’s securities or other instruments for a period of time (e.g., due to limitations on sale arising from contractual lockups, obligations to receive consent to transfer or assign interests, or rights of first offer), and as a result may not be permitted to sell an Investment at a time it might otherwise desire to do so.

Lastly, although upon the dissolution of SP+ INFRA the General Partner (or the relevant liquidator) will, subject to the Fund LPA, wind up the affairs of SP+ INFRA and proceed within a reasonable period of time to sell or otherwise liquidate the assets of SP+ INFRA, there can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the Unitholders will occur. Such winding-up and final distribution may occur several years after SP+ INFRA commences winding up.

Although the valuations of each of SP+ INFRA’s Direct Investments will be reviewed and confirmed for reasonableness by SP+ INFRA’s independent valuation advisors once per quarter, such valuations are based on asset-

The valuation methodologies used to value SP+ INFRA’s Direct Investments and certain other Investments will involve subjective judgments and projections and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuations of SP+ INFRA’s Investments will be only estimates of fair value. Because these fair value calculations will involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of SP+ INFRA’s assets may differ from their actual realizable value or future fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond SP+ INFRA’s control and the control of the General Partner and its Affiliates, Stonepeak and SP+ INFRA’s independent valuation advisors. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the valuation. There will be no retroactive adjustment in the valuation of such assets, the offering price of Units, the price SP+ INFRA paid to repurchase Units or NAV-based or performance-based fees it paid, directly or indirectly, to the General Partner and its Affiliates to the extent such valuations prove to not accurately reflect the realizable value of SP+ INFRA’s assets. While SP+ INFRA believes its NAV calculation methodologies are consistent with widely recognized valuation methodologies, there are other methodologies available to calculate NAV. As a result, other funds focused on private equity infrastructure investments may use different methodologies or assumptions to determine NAV. Other Stonepeak Accounts face similar risks with respect to valuation and SP+ INFRA will incorporate the value of each relevant Other Stonepeak Account’s NAV per unit into SP+ INFRA’s NAV to the extent SP+ INFRA has invested in such Other Stonepeak Account. In addition, each relevant Other Stonepeak Account’s NAV per unit used to calculate SP+ INFRA’s NAV may be as of a date several months earlier than the date as of which SP+ INFRA’s NAV is calculated and, as a result, SP+ INFRA’s NAV will often not incorporate the current NAV per unit of such Other Stonepeak Account.

Changes in Valuations. The General Partner has engaged a qualified, independent valuation advisor to provide positive assurance for the quarterly valuations prepared by Stonepeak of each of SP+ INFRA’s ASC 820 Level 3 assets (i.e., Direct Investments), and potentially ASC Level 2 assets (i.e. Debt and Other Securities). The independent valuation advisor will provide such positive assurance on a synchronized basis (i.e., valuations are reviewed at the same time each quarter).

In determining the Fund’s monthly NAV, the General Partner will consider factors such as investment-level cash flow activity, market conditions and investment-level operating circumstances to determine whether any quarterly prepared investment valuations require intra-quarter updates.

When these quarterly valuations are incorporated into SP+ INFRA’s NAV per Unit, there may be a material change in SP+ INFRA’s NAV per Unit amounts for each class of Units from those previously reported. SP+ INFRA will not retroactively adjust the NAV per Unit of each Class reported for the previous month. Therefore, because a new quarterly valuation may differ materially from the prior valuation, the adjustment to take into consideration the new valuation, may cause the NAV per Unit for each Class of Units to increase or decrease, and such increase or decrease will occur in the month the adjustment is made.

The General Partner may, but is not obligated to, monitor SP+ INFRA’s Direct Investments on an ongoing basis for events that the General Partner believes may have a material impact on SP+ INFRA’s NAV as a whole. Material events may include investment-specific events or broader market-driven events which may impact more than one specific investment events that the General Partner believes may have a material impact on the most recent fair values of such Direct Investments. Possible examples of such a material event include unexpected investment-specific events and broader market-driven events identified by the General Partner, which may impact more than one specific investment, including capital market events, economic and political conditions globally and in the jurisdictions and sectors in which an investment operates, and material changes in cap rates or discount rates. Upon the occurrence of such a material event and provided that the General Partner is aware that such event has occurred, the General Partner may, but is not obligated to, provide an estimate of the change in value of the Direct Investment, based on its internal valuation procedures. In addition to tracking the NAV plus related cash flows of SP+ INFRA’s Primary Commitments and Secondary Investments, the General Partner may, but is not obligated to, track relevant issuer-specific events or broader market-driven events that the General Partner believes may have a material impact on SP+ INFRA’s NAV as a whole, and the most recent fair values of SP+ INFRA’s Primary Commitments and Secondary Investments. Upon the occurrence of such a material event and provided that the General Partner is aware that such event has occurred, the General Partner may, but is not obligated to, make a corresponding adjustment to reflect the current fair value of such investment fund. The General Partner may consider such information and may conclude in certain circumstances that a material event has occurred such that the latest information provided by the investment fund’s investment advisor or investment manager no longer represents the fair value of a particular asset held by such investment fund. If the General Partner concludes in good faith that the latest NAV reported by an investment fund’s investment advisor or investment manager does not represent fair value (e.g., there is more current information regarding a portfolio asset which significantly changes its fair value) the General Partner may make a corresponding adjustment to reflect the current fair value of such asset within such investment fund.

In general, the General Partner expects that any adjustments to fair values will be calculated after a determination that a material change has occurred and the financial effects of such change are quantifiable by the General Partner. However, rapidly changing market conditions or material events may not be immediately reflected in SP+ INFRA’s monthly NAV. For example, an unexpected termination or renewal of key customer relationships, recent financial results or changes in the capital structure of an investment, regulatory changes that affect an investment, or a significant industry event or adjustment to an industry outlook that may cause the value of an Investment to change materially, yet obtaining sufficient relevant information after the occurrence has come to light and / or analyzing fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per Unit may not reflect a material event until such time as sufficient information is available and

The valuations of SP+ INFRA’s assets may differ from liquidation values that could be realized in the event that SP+ INFRA were forced to sell assets. Additionally, errors may occur in calculating SP+ INFRA’s NAV, which could impact the price at which SP+ INFRA’s sells and repurchases its Units, the amount of the Management Fee and the Performance Participation Allocation. If such errors were to occur, the General Partner may, but is not required, to determine in its sole discretion to take certain corrective actions in response to such errors, including making adjustments to prior NAV calculations.

Potential investors should also note that at various times, the Placement Agents may act as placement agents for other fund sponsors and funds, including unaffiliated fund sponsors and funds, which may offer interests that are similar to the Units and / or otherwise compete with SP+ INFRA for Investments. Those unaffiliated sponsors may pay placement fees on terms different from the fees that the Placement Agents will receive from the General Partner in connection with this offering, and this difference in fees may influence the Placement Agents to introduce or not introduce potential investors to the General Partner. Furthermore, certain Placement Agents may seek to do business with and earn fees or commissions from other investment funds and their portfolio companies. Notwithstanding that Stonepeak has entered into, and may enter into additional, written agreements with Placement Agents which agreements involve the Placement Agent (or an Affiliate thereof) agreeing to make a capital contribution to SP+ INFRA, Unitholders will not receive a copy of the agreement memorializing such agreement.

The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds have the potential to adversely affect the value of investments held by SP+ INFRA and the ability of SP+ INFRA to effectively employ its investment and trading strategies. Increased scrutiny and legislation applicable to private investment funds and their sponsors could also impose significant administrative burdens on Stonepeak and divert time and attention from portfolio management activities. In addition, SP+ INFRA will be required to register under certain additional foreign laws and regulations and will need to engage additional distributors or other agents in certain non-U.S. jurisdictions in order to market Units to potential investors. The effect of any future regulatory change on SP+ INFRA could be substantial and adverse. For example, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. 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. The current state of evolving regulatory affairs may significantly increase the cost of managing SP+ INFRA and providing effective compliance oversight and any such costs and expenses will be borne directly by SP+ INFRA as Fund Expenses.

The current regulatory environment in the U.S. may be impacted by future legislative developments. The nature, timing and economic effects of potential future changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. None of the General Partner, SP+ INFRA or their respective Affiliates can predict the ultimate impact of the foregoing on SP+ INFRA, its business and investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on SP+ INFRA and its investment objectives. Future changes may adversely affect SP+ INFRA’s operating environment and therefore SP+ INFRA’s business, operating costs, financial condition and results of operations.

In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which SP+ INFRA may invest, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of SP+ INFRA’s investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe and SP+ INFRA’s investments.

Enhanced Scrutiny and Potential Regulation of the Private Investment Fund Industry and the Financial Services Industry. SP+ INFRA’s ability to achieve its investment objectives, as well as the ability of SP+ INFRA to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect SP+ INFRA’s ability to achieve its investment objectives, as well as the ability of SP+ INFRA to conduct its operations.

The alternative asset management and financial services industries are subject to enhanced governmental scrutiny and / or increased regulation, and a number of legislative initiatives have been signed into law affecting alternative investment firms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), a key feature of which is the potential extension of prudential regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to nonbank financial companies that are not currently subject to such regulation but that are determined to pose risk to the U.S. financial system. The Dodd-Frank Act defines a “nonbank financial company” as a company that is predominantly engaged in activities that are financial in nature. The Financial Stability Oversight Council (the “FSOC”), an interagency body created to monitor and address systemic risk, has the authority to subject such a company to supervision and regulation by the Federal Reserve Board (including capital, leverage and liquidity requirements) if the FSOC determines that such company is systemically important, in that its material financial distress or the riskiness of its activities could pose a threat to the financial stability of the United States. The Dodd-Frank Act does not contain any minimum size requirements for such a determination by the FSOC, and it is possible that it could be applied to private funds, particularly large, highly leveraged funds, although no such funds have been designated as systemically important by the FSOC to date.

The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with certain private equity funds and hedge funds and other provisions that affect the private equity industry, either directly or indirectly. Included in the Dodd-Frank Act is the so-called “Volcker Rule,” as amended by the Reform Act (as defined below), which prohibits any “banking entity” (generally defined as any insured depository institution, subject to certain exceptions including for depository institutions that do not have, and are not controlled by a company that has, more than $10 billion in total consolidated assets or significant trading assets and liabilities, any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law and any affiliate or subsidiary of the foregoing entities) from sponsoring or acquiring or retaining an ownership interest in a private equity fund or hedge fund that is not subject to the provisions of the 1940 Act in reliance upon either Section 3(c)(1) or Section 3(c)(7) of the 1940 Investment Company Act. Prospective investors in SP+ INFRA that are banking entities for purposes of the Volcker Rule should consult their bank regulatory counsel prior to making an investment.

The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private equity industry generally and / or on Stonepeak or SP+ INFRA, specifically. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on Stonepeak or otherwise impede SP+ INFRA’s activities. The current regulatory environment in the United States may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. For example, on May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”) was signed into law. Among other regulatory changes, the Reform Act, together with implementing regulations adopted by U.S. federal regulatory agencies in July 2019, amends various sections of the Dodd-Frank Act, including by modifying the Volcker Rule to exempt depository institutions that do not have, and are not controlled by a company that has, more than $10 billion in total consolidated assets or significant trading assets and liabilities. Also in 2019, U.S. federal regulatory agencies adopted certain targeted amendments to the Volcker Rule regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In June 2020, U.S. federal regulatory agencies adopted additional revisions to the Volcker Rule’s restrictions on banking entities sponsoring and investing in certain covered hedge funds and private equity funds, including by adopting new exemptions allowing banking entities to sponsor and invest without limit in credit funds, venture capital funds, customer facilitation funds and family wealth management vehicles (the “Covered Fund Amendments”). The Covered Fund Amendments also loosen certain other restrictions on extraterritorial fund activities and direct parallel or co-investments made alongside covered funds. The Covered Fund Amendments should therefore expand the ability of banking entities to invest in and sponsor private funds. The ultimate consequences of the Reform Act and such regulatory developments on SP+ INFRA and its activities remain uncertain. Stonepeak cannot predict what impact, if any, potential future legislative developments, including resulting from changes in U.S. executive administration or congressional leadership, will have on Stonepeak or SP+ INFRA.

Although the Investment Advisor is registered under the Advisers Act, the enactment of these reforms and / or other similar legislation could nonetheless have an adverse effect on the private investment funds industry generally and on Stonepeak and / or SP+ INFRA specifically and may impede SP+ INFRA’s ability to effectively achieve its investment objectives. As a registered investment adviser under the Advisers Act, the Investment Advisor will be required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of the Investment Advisor and its Affiliates to make regulatory filings with respect to SP+ INFRA and its activities under the Advisers Act (including, without limitation, Form PF, Rule 206(4)-1 under the Advisers Act (the “Marketing Rule”) and Form ADV)). In addition, the Investment Advisor will be required to comply with a variety of regulatory reporting and compliance-related obligations under applicable federal, state and foreign securities laws (including, without limitation, reports or notices in connection with the AIFMD and / or CFTC ((as defined below) as well as other international jurisdiction-specific obligations)). In light of the heightened regulatory environment in which SP+ INFRA, the General Partner and the Investment Advisor operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for SP+ INFRA, the General Partner, Investment Advisor and their Affiliates to comply with such regulatory reporting and compliance-related obligations. For example, Form PF requires that Stonepeak Partners LP report detailed information about the assets, investments, performance, and liabilities of SP+ INFRA and other accounts and investment funds it advises as well as aggregated information about the investors in such vehicles, and because SP+ INFRA will be required to bear SP+ INFRA’s share of expenses relating to compliance-related matters and regulatory filings, SP+ INFRA will bear its pro rata share of the costs and expenses of initial and ongoing Form PF compliance applicable to SP+ INFRA, including costs and expenses of collecting and calculating data and the preparation of such reports and filings. Similarly, the Marketing Rule modified the advertising rules that SEC-registered investment advisers are subject to, and among other things, enhanced certain disclosure and substantiation requirements. Any expenses incurred in connection with compliance with the Marketing Rule, including for marketing materials that are prepared for existing and / or prospective unitholders, shall be treated as Fund Expenses. In each case, such expenses are likely to be material, including on a cumulative basis over the life of SP+ INFRA. Additionally, SP+ INFRA may in the future engage third party service providers to perform some or a significant portion of the reporting and compliance related matters and functions under SP+ INFRA’s supervision (including, without limitation, draft preparation and the filing of Form PF), which could result in increased compliance costs and expenses borne by SP+ INFRA. Any further increases in the regulations applicable to private investment funds generally or SP+ INFRA and / or the Investment Advisor in particular may result in increased expenses associated with SP+ INFRA’s activities and additional resources of the Investment Advisor being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the Unitholders and / or have an adverse effect on the ability of SP+ INFRA to effectively achieve its investment objective.

In addition, in July 2023, the SEC proposed new predictive data analytics rules (the “Predictive Data Proposal”), which would require broker-dealers and registered investment advisers to (1) identify certain covered technologies (defined to include any analytical, technological, or computational function, algorithm, model, correlation matrix, or similar method or process that optimizes for, predicts, guides, forecasts, or directs investment-related behaviors or outcomes, and not limited to “artificial intelligence”, algorithmic trading or machine learning processes) which present or could present conflicts of interest in direct or indirect interactions (including exercising investment discretion, managing investments, providing information or soliciting new investment) with investors (including investors in pooled investment vehicles) and (2) eliminate or neutralize (rather than just disclose) such conflicts. Advisers using covered technologies would be required to adopt policies and procedures reasonably designed to prevent violations of the proposed rule, detailing the processes for identifying and evaluating covered technologies and conflicts of interest and for eliminating or neutralizing the effect of such conflicts, and advisers would also be subject to associated annual review and recordkeeping requirements (such as, maintaining a record of all covered technologies used in investor interactions, including the date of first use and each date on which the technology is materially modified). If adopted, the proposed rule could expose Stonepeak to additional regulatory uncertainty, liability and increased compliance and other costs related to procuring, utilizing and monitoring covered technologies used in direct or indirect interactions with investors (including the costs of onboarding service and technology providers).

If adopted, the Predictive Data Proposal could also cause the Investment Advisor to limit or discontinue its use of certain covered technologies (even in cases where such technologies benefit SP+ INFRA or investors, including in connection with the Investment Advisor’s management of investments in portfolio companies) in order to:

In February 2023, the SEC proposed extensive amendments to the Advisers Act custody rule, which would, if adopted as currently proposed, extend the existing custody rule’s requirements beyond cash and securities to any positions held in an advisory client’s accounts (including assets such as real estate, artwork and rights to music catalogs); require registered investment advisers to enter into new or amended written agreements with each qualified custodian (“QC”) used to maintain client assets and obtain written assurances from that QC related to, among other matters, indemnification of client losses and the QC’s standard of care; require that a QC maintains possession or control of client assets, whereby the QC is required to participate in and effectuate any change of beneficial ownership of the assets, except with respect to certain privately offered securities and physical assets that the adviser reasonably determines (and documents in writing) cannot be maintained by a QC in a manner in which such QC can maintain possession or control of those assets. If adopted, the proposed amendments could expose Stonepeak to additional regulatory liability, increase compliance costs and costs related to custodying SP+ INFRA’s assets (including costs of identifying and negotiating with new and existing QCs), limit the number of QCs available (or make it more costly for such QCs to operate, which might result in higher expenses to SP+ INFRA) and impose limitations or requirements on certain assets, which could result in the Investment Advisor avoiding making certain types of investments on behalf of SP+ INFRA.

In October 2023, the SEC adopted changes to Rule 35d-1 under the 1940 Act governing naming conventions for registered funds to specifically address funds with names that suggest a focus on investments or issuers with particular characteristics, including ESG-related characteristics. This rulemaking and various enforcement actions from the SEC’s ESG and Climate Task Force demonstrate an increased agency focus on addressing potential greenwashing (i.e., the making of inaccurate or misleading statements related to ESG). Such perception or accusation of greenwashing could damage Stonepeak’s reputation, result in litigation or regulatory actions, and adversely impact Stonepeak’s ability to raise capital and attract new investors.

The SEC also adopted amendments to Form PF in May 2023 and in February 2024, which impose additional reporting obligations on registered investment advisers with respect to the private funds they manage. In May 2024, the SEC adopted proposed changes to Regulation S-P. In addition, the SEC has also recently proposed, and can be expected to propose, additional new rules and rule amendments under the Advisers Act in respect of cybersecurity risk governance for advisers and broker-dealers and the outsourcing of certain functions to service providers.

Recent SEC rulemakings and any current or future proposed rulemakings by the SEC, to the extent adopted, are expected to result in material alterations to how Stonepeak and the Investment Advisor operate their business and / or SP+ INFRA, as well as the Investment Advisor’s implementation of SP+ INFRA’s investment strategy, to significantly increase compliance burdens and associated costs (which, to the extent permitted under the Fund LPA and consistent with applicable law, will be treated as Fund Expenses) and to possibly restrict the ability of the Investment Advisor to receive certain expense reimbursements or allocate certain expenses in certain circumstances. This regulatory complexity, in turn, could increase the need for broader insurance coverage by fund managers and increase such costs and expenses charged to SP+ INFRA and its Unitholders, if permitted. Certain of the proposed rules could also increase the cost of entering into and maintaining relationships with service providers to the Investment Advisor and SP+ INFRA and / or limit the number of service providers in a manner detrimental to the Investment Advisor or SP+ INFRA.

In addition, these amendments could increase the risk of exposure of SP+ INFRA, the Investment Advisor and Stonepeak to additional regulatory scrutiny, litigation, censure and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect the Investment Advisor, Stonepeak, and SP+ INFRA’s reputation, and to negatively impact SP+ INFRA in conducting its business. There can be no assurance that any new SEC or other regulatory rules and amendments will not have a material adverse effect on the Investment Advisor, Stonepeak, SP+ INFRA, its Investments and / or the Unitholders or that such rules or amendments will not materially reduce returns to the Unitholders.

In January 2024, the U.S. Corporate Transparency Act and its beneficial ownership information reporting requirements (collectively, the “CTA”) became effective, requiring certain legal entities to report beneficial ownership information to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The CTA will impose increased compliance costs, regulatory obligations and reporting burdens on Stonepeak and SP+ INFRA.

In February 2024, FinCEN proposed a rule that would require registered investment advisers to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”) program and file certain reports with FinCEN. The proposed rule would also delegate authority to the SEC to examine registered investment advisers’ and exempt reporting advisers’ compliance with these requirements. If this proposal is adopted, it could impose additional regulatory obligations related to AML/CFT on Stonepeak and SP+ INFRA.

Furthermore, various federal, state and local agencies have been examining, and the SEC has enacted a rule restricting, the role of Placement Agents, finders and other similar private investment fund service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information and limitations on making political contributions by certain persons associated with the sponsors of private funds, and in connection therewith, new and / or proposed rules and regulations in this arena may increase the possibility that the General Partner, Investment Advisor and their Affiliates may be exposed to claims and / or actions that could require a Unitholder to withdraw from SP+ INFRA. As a related matter, Stonepeak may be required to provide certain information regarding some of the Unitholders to regulatory agencies and bodies in order to comply with applicable laws and regulations, including the FCPA (as defined below). In addition, elements of organized labor and other representatives of labor unions have embarked on a campaign targeting private investment firms on a variety of matters of interest to organized labor.

Stonepeak is from time to time subject to litigation and claims relating to its businesses, as well as governmental and / or regulatory inquiries, investigations and / or proceedings. Certain regulatory, litigation and other similar matters are disclosed in (i) the Fund’s public filings (including, without limitation, its current, periodic and annual reports on Forms 8-K, 10-Q and 10-K) and filings of Stonepeak Partners LP on Form ADV, which may be accessed through the website of the SEC (www.sec.gov), and (ii) materials made available through the Fund’s investor data site. Any such disclosures in the Fund’s public filings or which are otherwise made available to Unitholders, including by way of posting to the Fund’s investor data site, are incorporated herein by reference, to the extent applicable, including with respect to litigation, investigations, settlements and similar proceedings. There can be no assurance that the foregoing will not have an adverse impact on Stonepeak or SP+ INFRA or otherwise impede SP+ INFRA’s activities. The recent negative perception of the private investment fund industry in certain countries could make it harder for funds sponsored by private investment firms, such as SP+ INFRA, to successfully bid for and complete investments.

In addition to the U.S. legislation described above, other jurisdictions, including many European jurisdictions, have proposed modernizing financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and possibly registration of, hedge funds and private investment funds such as through the AIFMD discussed below. There is therefore a material risk that regulatory agencies in the United States, Europe, Asia or elsewhere may adopt burdensome laws (including tax laws) or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private investment fund industry, or other changes that could adversely affect private investment firms and the funds they sponsor, including SP+ INFRA.

Increased reporting, registration and compliance requirements may divert the attention of personnel and the management teams of the General Partner and / or the Investment Advisor and may furthermore place SP+ INFRA at a competitive disadvantage to the extent that Stonepeak is required to disclose sensitive business information.

In addition, as private fund firms and other alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the private fund industry has recently been subject to criticism by some politicians, regulators and market commentators. The recent negative perception of the private fund industry in certain countries could make it harder for SP+ INFRA to successfully bid for and complete Investments.

Each prospective investor is strongly urged to consult its own legal advisors with respect to the consequences under applicable regulatory regimes regarding banks and other financial institutions and investors therein of the purchase and ownership of interests in SP+ INFRA.

Absence of Regulatory Oversight. Notwithstanding that the Investment Advisor is registered as an investment adviser under the Advisers Act, and the Fund may be considered similar in some ways to an investment company, the Fund is not required and does not intend to register under the Advisers Act, and, accordingly, Unitholders are not afforded the protections of the Advisers Act.

SP+ INFRA is not directly subject to SFDR or the Taxonomy Regulation but these regulations may have an indirect impact on the Investment Advisor and Fund by virtue of the fact the Luxembourg AIFM will need to comply with these regulations and provide certain sustainability related disclosures in respect of the integration of sustainability risks in its decisions and sustainability-related information with respect to the Lux Fund and in relation to such environmental and / or social characteristics as may be promoted by the Lux Fund as part of its investment strategy. As a result of the parallel management between the Fund and the Lux Fund, the impact of the SFDR and the Taxonomy Regulation on the Luxembourg AIFM and the Lux Fund may indirectly impact SP+ INFRA. While it is not currently anticipated that SP+ INFRA will be directly prevented from making any investments as a result of the application of the SFDR or the Taxonomy Regulation to the Lux Fund, these regulatory developments could expose Stonepeak to conflicting regulatory requirements in the United States and the European Union, and compliance with applicable ESG related rules is expected to result in increased legal, compliance, reporting and other associated costs and expenses which may be borne by SP+ INFRA.

SP+ INFRA will bear the costs and expenses of compliance with applicable ESG-related legislation or regulations, including costs and expenses of collecting and calculating data and the preparation of policies, disclosures and reports, in addition to other matters that relate solely to marketing and regulatory matters, and such costs and expenses will reduce investor returns. Stonepeak reserve the right to adopt such arrangements as it deems necessary or desirable to comply with any applicable requirements of the SFDR, the Taxonomy Regulation and any other applicable ESG-related legislation or regulations, including in respect of commitments made by the Lux Fund under such regulations, which may have an indirect impact on SP+ INFRA.

Further information with respect to the specific environmental and social characteristics that are promoted by the Lux Fund can be provided on request.

In connection with the offering of the Fund’s Units, Stonepeak and the General Partner will make inquiries into whether any persons that either Stonepeak or the General Partner has determined to be covered persons of SP+ INFRA have been subject to any disqualifying events. In some circumstances, however, Stonepeak’s or the General Partner’s ability to determine whether SP+ INFRA would be disqualified from relying on Rule 506 will depend on the cooperation of parties over whom Stonepeak or the General Partner has limited control and influence. If any of SP+ INFRA’s covered persons, including any such covered person affiliated with Stonepeak or the General Partner, is subject to a disqualifying event, SP+ INFRA could lose the ability to raise capital in a future offerings in reliance on Rule 506 for a significant period of time and SP+ INFRA’s business, financial condition and results of operations could be materially and adversely affected.

Each investor may be required to represent that neither it nor any of its beneficial owners is subject to a disqualifying event. In addition, if at any time a Unitholder is or becomes subject to a disqualifying event that could result in disqualification of the Fund’s use of the Rule 506 exemption under the Securities Act, as determined in good faith by the General Partner, at any time on or prior to the final admission of Unitholders, then the portion of such Unitholder’s Units in the Fund in excess of 19.99% of the aggregate voting interests of the Fund will be converted to non-voting interests, and such non-voting interests will not be included for purposes of calculating any vote, approval or consent of the Unitholders under the Fund LPA.

While not currently expected, in light of SP+ INFRA’s perpetual structure, in the future, the General Partner may determine in its sole discretion for the Fund and/or the Feeder Fund to seek to: (i) rely on a different exclusion from the definition of “investment company” under the 1940 Act; (ii) register as an investment company under the 1940 Act; or (iii) elect to be regulated as a business development company under the 1940 Act.

If the Fund and the Feeder Fund were to rely on a different exclusion from the definition of “investment company” under the 1940 Act, it is possible a change in the value of SP+ INFRA’s assets could cause SP+ INFRA to fall within the definition of “investment company” inadvertently. As a result, SP+ INFRA may need to structure its holdings and business operations in a different manner, including restricting or limiting the scope of its operations or the types of acquisitions that it may make, modifying its organizational structure and tax treatment, or acquiring or disposing of assets that it might not have otherwise. SP+ INFRA may incur additional costs and expenses and be subject to increased regulatory scrutiny as a result of such a change. Specifically, if the General Partner were to structure SP+ INFRA’s holdings and business operations in such a manner that in the future it does not meet the definition of an “investment company” set out in Section 3(a)(1) of the 1940 Act, it is expected that SP+ INFRA’s assets would primarily consist of majority-controlled portfolio companies or general partner or co-general partner interests in joint ventures (that in turn hold majority or primary control of portfolio companies). It is expected these joint ventures would generally be alongside Other Stonepeak Accounts and in cases where SP+ INFRA is a co-general partner of the joint venture an Other Stonepeak Account may be the other co-general partner. In such cases the relative economic interests of the co-general partners are expected to vary from joint venture to joint venture and such Other Stonepeak Accounts may have certain governance rights that do not correspond with their economic interests on a pro rata basis.

Any adjustment in SP+ INFRA’s business strategy, assets, tax treatment or other matters related to a change in SP+ INFRA’s treatment under the 1940 Act could negatively impact the value of the Units.

If the Fund and the Feeder Fund are required to register as an investment company under the 1940 Act, SP+ INFRA would become subject to substantial regulation with respect to its capital structure (including the ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the 1940 Act), and portfolio composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the 1940 Act would, accordingly, limit SP+ INFRA’s ability to make certain investments and require it to significantly restructure its business plan, which could materially adversely affect SP+ INFRA’s NAV and its ability to pay distributions to Unitholders.

Accordingly, SP+ INFRA may require each investor to represent and warrant, on a continuing basis, that it is not, and that, to the best of its knowledge or belief, its beneficial owners, controllers or authorized persons (“Related

Where an investor or a Related Person is or becomes a Sanctions Subject, SP+ INFRA may be required immediately and without notice to such investor to cease any further dealings with the investor and / or the investor’s interest in SP+ INFRA until the investor or the relevant Related Person (as applicable) ceases to be a Sanctions Subject, or a license is obtained under applicable law to continue such dealings (a “Sanctioned Persons Event”). SP+ INFRA, the General Partner, the Investment Advisor and their respective employees, agents and representatives shall have no liability whatsoever for any liabilities, costs, expenses, damages and / or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by the investor as a result of a Sanctioned Persons Event.

In addition, should any investment made on behalf of SP+ INFRA subsequently become subject to applicable sanctions, SP+ INFRA may immediately and without notice to the investor cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such dealings.

In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. Stonepeak, the Stonepeak professionals and SP+ INFRA are committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act of 2010 (the “UK Bribery Act”) and other anti-corruption laws, anti-bribery laws and regulations as well as anti-boycott regulations, to which they are subject. As a result, SP+ INFRA may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for SP+ INFRA to act successfully on investment opportunities and for portfolio companies to obtain or retain business. Although Stonepeak conducts anti-corruption due diligence on all targets with operations, SP+ INFRA may acquire an Investment with risks related to prior non-compliance with one or more of these statutes. Furthermore, although Stonepeak has robust compliance programs designed to ensure strict compliance by Stonepeak and its personnel with the FCPA and the UK Bribery Act and other similar laws, even reasonable compliance programs may not be effective in all instances at preventing violations.

In recent years, the U.S. Department of Justice and the SEC have devoted significant resources to enforcement of the FCPA. In addition, the UK Bribery Act is broader in scope than the FCPA and applies to private and public sector corruption and holds companies liable for failure to prevent bribery unless they have adequate procedures in place to prevent bribery. Moreover, in February 2024, the U.S. Treasury Department’s FinCEN proposed a rule that would require registered investment advisers such as Stonepeak to implement an anti-money laundering program, file suspicious activity reports, and to maintain additional records related to such activities. It is unknown at this time whether the SEC and FinCEN will adopt these proposals, with or without amendments, and if so the timing of such adoption and the scope of obligations. Other countries have also adopted or improved their anti-corruption legal regimes in recent years. Many of these laws have extraterritorial application. In addition, in spite of Stonepeak’s policies and procedures, portfolio companies, particularly in cases where SP+ INFRA or Other Stonepeak Account does not control such portfolio company, and persons acting on behalf of SP+ INFRA or any portfolio company and third-party consultants, managers and advisors, including Related Persons of Stonepeak, may engage in conduct and activities that could result in a violation of one or more of the FCPA, UK Bribery Act or other similar laws. Any determination that a related entity not controlled by Stonepeak or SP+ INFRA, or Stonepeak or SP+ INFRA themselves or their controlled entities, have violated the FCPA, the UK Bribery Act or other applicable anti-corruption laws or anti-bribery laws (including Luxembourg) could subject Stonepeak and SP+ INFRA to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation, reputational harm and / or a general loss of investor confidence, any one of which could adversely affect Stonepeak’s business prospects and / or financial position, as well as SP+ INFRA’s ability to achieve its investment objective and / or conduct its operations. SP+ INFRA may incur costs and expenses associated with

The Fund has prepared a document outlining the Fund’s data protection obligations and the data protection rights of investors (and individuals connected with investors) under the DPL (the “Fund Privacy Notice”). The Fund Privacy Notice is contained within the Subscription Agreement.

Prospective investors should note that, by virtue of making investments in SP+ INFRA and the associated interactions with SP+ INFRA and its Affiliates and / or delegates (including completing the Subscription Agreement, and including the recording of electronic communications or phone calls where applicable), or by virtue of providing SP+ INFRA with personal information on individuals connected with the investor (for example directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents) such individuals will be providing SP+ INFRA and its Affiliates and / or delegates (including, without limitation, any third party administrator) with certain personal information which constitutes personal data within the meaning of the DPL. SP+ INFRA shall, to the extent applicable, act as a data controller in respect of this personal data and its Affiliates and / or delegates, such as a third party administrator, the Investment Advisor and others, may act as data processors (or data controllers in their own right in some circumstances).

By investing in SP+ INFRA and / or continuing to invest in SP+ INFRA, investors shall be deemed to acknowledge that they have read in detail and understood the Fund Privacy Notice and that the Fund Privacy Notice provides an outline of their data protection rights and obligations as they relate to the investment in the Fund. The Subscription Agreement contains relevant representations and warranties.

Oversight of the DPL is the responsibility of the Ombudsman’s office of the Cayman Islands. Breach of the DPL by the Fund could lead to enforcement action by the Ombudsman, including the imposition of remediation orders, monetary penalties or referral for criminal prosecution.

A “controlled group” includes all “trades or businesses” under 80% or greater common ownership. This common ownership test is broadly applied to include both “parent-subsidiary groups” and “brother-sister groups” applying complex exclusion and constructive ownership rules. However, regardless of the percentage ownership that the Fund holds in one or more of its portfolio companies, the Fund itself cannot be considered part of an ERISA controlled group unless the Fund is considered to be a “trade or business”.

While there are a number of cases that have held that managing investments is not a “trade or business” for tax purposes, in 2007 the PBGC Appeals Board ruled that a private equity fund was a “trade or business” for ERISA controlled group liability purposes and at least one U.S. Federal Circuit Court has similarly concluded that a private equity fund could be a trade or business for these purposes based upon a number of factors including the fund’s level of involvement in the management of its portfolio companies and the nature of any management fee arrangements.

If the Fund were determined to be a trade or business for purposes of ERISA, it is possible, depending upon the structure of the Investment by the Fund and / or its Affiliates and other co-investors in a portfolio company and their respective ownership interests in the portfolio company, that any tax-qualified single employer defined benefit pension plan liabilities and / or multiemployer plan withdrawal liabilities incurred by the portfolio company could result in liability being incurred by the Fund, with a resulting need for additional capital contributions, the appropriation of Fund assets to satisfy such pension liabilities and / or the imposition of a lien by the PBGC on certain Fund assets. Moreover, regardless of whether or not the Fund were determined to be a trade or business for purposes of ERISA, a court might hold that one of the Fund’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above.

Although the Fund generally expects to avoid incurring ECI and UBTI (other than UDFI) by making investments through entities classified as corporations for US federal income tax purposes, there can be no guarantee the Fund will in fact do so and investors that are sensitive to direct incurrence of UBTI, including UDFI, or ECI, including ECI arising from an investment in a USRPHC, are encouraged to consider an investment in the Feeder Fund.

To the extent that the Feeder Fund and / or the Corporation were disregarded by the IRS, an investment in the Fund by a tax-exempt Unitholder may result in such Unitholder recognizing UBTI (including from a trade or business conducted by a partnership of which the tax-exempt entity is a partner). Thus, tax-exempt Unitholders should be aware that they may be subject to U.S. federal income tax (and possibly state and local income tax) with respect to

Prospective investors should consult their own tax advisors regarding the foregoing.

Use of Corporate Intermediate Entities. Significant amounts of the assets of the Fund and the Feeder Fund are expected to be held through one or more entities taxable as corporations for U.S. federal income tax purposes and are expected to be subject to U.S. corporate federal (and applicable state and local) income tax (including, in order to streamline tax reporting to investors, U.S. Corporations which hold interests in investments which would not

Stonepeak has conflicts of interest, or conflicting loyalties, as a result of the overall investment activities of SP+ INFRA, Other Stonepeak Accounts, the General Partner, the Investment Advisor, the portfolio companies of SP+ INFRA and Other Stonepeak Accounts and Affiliates, partners, members, shareholders, officers, directors and employees of the foregoing, some of which are described herein. Additional conflicts of interest are also expected to arise by virtue of the Fund’s investments in Third-Party Fund Managers and their investment activities (including, where applicable, their management of Third-Party Pooled Investment Vehicles), although such Third-Party Fund Managers and Third-Party Pooled Investment Vehicles will not be considered “affiliates” of Stonepeak or SP+ INFRA for any purpose. However, not all potential, apparent and actual conflicts of interest are included in this Registration Statement, and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced in the future. Potential Unitholders should review this section and the Form ADV of Stonepeak Partners LP carefully for additional risks and conflicts disclosure before making an investment decision. Prospective Unitholders should understand that (i) the relationships among SP+ INFRA, the General Partner, their respective Affiliates and the investment funds, managed accounts, proprietary accounts and other investment vehicles sponsored, managed or advised by any of them are complex and dynamic and (ii) as the General Partner’s, the Investment Advisor’s, their Affiliates’ and SP+ INFRA’s businesses change over time, the General Partner, the Investment Advisor and their Affiliates may be subject, and SP+ INFRA may be exposed, to new or additional conflicts of interest.

SP+ INFRA is subject to certain conflicts of interest arising out of SP+ INFRA’s relationship with Stonepeak, including the General Partner and its Affiliates. Certain members of the Board of Directors are also executives of Stonepeak and / or one or more of its Affiliates. There is no guarantee that the policies and procedures adopted by the Fund, the terms of its Fund LPA, the terms and conditions of the Investment Advisory Agreement, or the policies and procedures adopted by the Board of Directors, General Partner, the Investment Advisor, Stonepeak and their Affiliates, will enable SP+ INFRA to identify, adequately address or mitigate these conflicts of interest, or that the General Partner will identify or resolve all conflicts of interest in a manner that is favorable to SP+ INFRA, and Unitholders may not be entitled to receive notice or disclosure of the occurrence of these conflicts or have any right to consent to them.

If any matter arises that the General Partner and / or its Affiliates (including the Investment Advisor) determine in their good faith judgment constitutes an actual conflict of interest, the General Partner and its Affiliates (including the Investment Advisor) will take such actions as they determine in good faith may be necessary or appropriate to mitigate the conflict, which will be deemed to fully satisfy any fiduciary duties they may have to SP+ INFRA or the Unitholders. Thereafter, the General Partner and / or its Affiliates (including the Investment Advisor) will be relieved of any liability related to such conflict to the fullest extent permitted by law and will be deemed to have satisfied applicable duties related thereto to the fullest extent permitted by law.

Actions that could be taken by the General Partner and / or its Affiliates (including the Investment Advisor) to mitigate a conflict include, by way of example and without limitation, (i) if applicable, handling the conflict as described in this Registration Statement, (ii) obtaining from the Board of Directors (or the Independent Directors) advice, waiver or consent to the conflict, or acting in accordance with the standards or procedures approved by the Board of Directors to address the conflict, (iii) disposing of the Investment or security giving rise to the conflict of interest, (iv) disclosing the conflict to the Board of Directors, including the Independent Directors, as applicable and / or the Unitholders (including, without limitation, financial statements or other communications), (v) appointing an independent client representative (an “Independent Client Representative”) or independent fiduciary to act or provide consent with respect to the matter giving rise to the conflict of interest, (vi) in connection with a matter giving rise to a conflict of interest with respect to an Investment, consulting with the Board of Directors (including the Independent Directors), the Unitholders, the limited partner advisory committee or limited partners of the applicable Other Stonepeak Accounts, or independent fiduciary or Independent Client Representative (if any) regarding the conflict of interest and either obtaining a waiver or consent from the applicable party(ies) of the conflict of interest or acting in a manner, pursuant to standards or procedures, approved by the applicable party(ies) with respect to such conflict of interest, (vii) validating the arms-length nature of the transaction by referencing participation by unaffiliated third parties, (viii) in the case of conflicts among clients, creating groups of personnel within Stonepeak

There can be no assurance that Stonepeak will identify or resolve all conflicts of interest in a manner that is favorable to SP+ INFRA. In addition, investors should note that the Fund LPA contains provisions that, subject to applicable law, (i) reduce the duties, including fiduciary and other duties, to SP+ INFRA and its Unitholders to which the General Partner would otherwise be subject, (ii) waive duties or consent to the conduct of the General Partner that might not otherwise be permitted pursuant to such duties, and (iii) limit the remedies of a Unitholder with respect to breaches of such duties. Additionally, the Fund LPA contains exculpation and indemnification provisions that, subject to the specific exceptions enumerated therein (generally for intentional, wrongful acts), provide that the General Partner and its Affiliates (including the Investment Advisor) will be held harmless and indemnified, respectively, for matters relating to the operation of SP+ INFRA, including matters that may involve one or more potential or actual conflicts of interest. By executing a Subscription Agreement with respect to SP+ INFRA, each Unitholder will be deemed to have acknowledged and consented to the existence or resolution of any such actual, apparent or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. Any specific consent to and waiver of certain conflicts of interest described below in no way limited the generality of the foregoing, which is applicable to all conflicts of interest described, implied or alluded to herein.

In addition, the Investment Advisor will be paid a fee for its services based on SP+ INFRA’s NAV, which will be calculated by the General Partner. The Investment Advisor may elect to receive the Management Fee in cash or Units. The Management Fee will be payable to the Investment Advisor in consideration for its services. The calculation of SP+ INFRA’s NAV includes certain subjective judgments with respect to estimating, for example, the value of SP+ INFRA’s portfolio and its accrued expenses, net portfolio income and liabilities (e.g., exclusion of potentially subjective or contingent liabilities that may arise on or subsequent to the sale of an investment), and therefore, SP+ INFRA’s NAV may not correspond to realizable value upon a sale of those assets. The Investment Advisor may benefit from SP+ INFRA retaining ownership of its assets at times when Unitholders may be better served by the sale or disposition of SP+ INFRA’s assets in order to avoid a reduction in its NAV. If SP+ INFRA’s NAV is calculated in a way that is not reflective of its actual NAV, then the purchase price of Units or the price paid for the repurchase of Units on a given date may not accurately reflect the value of SP+ INFRA’s portfolio, and such Units may be worth less than the purchase price or more than the repurchase price.

The Performance Participation Allocation and Management Fee will be payable without taking into account accrued and unpaid taxes of any Intermediate Entity (including Corporations) through which SP+ INFRA indirectly invests in an Investment or taxes paid by any such Intermediate Entity during the applicable reference period or month (as the case may be). Accordingly, this reduces the General Partner’s incentive to ensure Intermediate Entities are structured in such a manner as to minimize taxes paid or payable by such Intermediate Entities.

It is expected that there will be circumstances where SP+ INFRA incurs significant costs and expenses, such as legal, accounting and expert fees, travel expenses and other items properly classifiable as Broken Deal Expenses in connection with sourcing, investigating, negotiating and evaluating potential transactions that are not ultimately consummated by SP+ INFRA, but subsequently such potential investments are ultimately consummated by an Other Stonepeak Account and / or, subject to the terms of any governing document of SP+ INFRA or any Other Stonepeak Account, by Stonepeak itself (or one or more individual partners or employees thereof), which in the case of Stonepeak or such individual(s), may specifically (but need not) occur for relationship reasons and may or may not entail such individual(s) bearing a portion of related diligence and other expenses. In particular, given that SP+ INFRA’s mandate will overlap with Other Stonepeak Accounts, and that the investment team of SP+ INFRA and Other Stonepeak Accounts are expected to be largely or entirely comprised of the same investing and operating professionals, it is expected that certain investment opportunities initially evaluated by SP+ INFRA may ultimately be consummated by an Other Stonepeak Account when the investment opportunity is suitable for both SP+ INFRA and such Other Stonepeak Account. The converse may apply as well (i.e., there may be circumstances where SP+ INFRA makes an investment that was previously evaluated by an Other Stonepeak Account pursuant to which such Other Stonepeak Account incurred significant Broken Deal Expenses). The passage of time between a deal breaking and subsequently being consummated may be relatively short. In some circumstances, it can be expected that the party originally incurring Broken Deal Expenses will not be reimbursed, either in whole or in part, by the party that ultimately consummates the investment. This is the case even though the party making the investment will have benefitted from the knowledge, work and insight gained as a result of the previous evaluation of the investment (which was paid for by the party that did not make the investment).

The General Partner intends to generally allocate fund expenses, including fund expenses of the Feeder Fund (and feeder vehicles of any Parallel Funds) and any Parallel Funds, and Organizational and Offering Expenses of the Fund, and the Feeder Fund (and feeder vehicles of any Parallel Funds), and any Parallel Funds, between or among the Fund, and the Feeder Fund (and feeder vehicles of any Parallel Funds), and any Parallel Funds, on a pro rata basis based on invested capital or net asset value, as applicable, but may in certain circumstances allocate such expenses in a different manner if the General Partner determines in good faith that doing so is more equitable or appropriate under the circumstances.

It can be expected that Stonepeak will from time to time establish additional feeder funds / feeder vehicles that invest in the Fund (or any Parallel Fund) as well as one or more Other Stonepeak Accounts.

With respect to Broken Deal Expenses, SP+ INFRA and the General Partner’s side-by-side co-investment vehicles (as applicable) will generally be required to bear their pro rata portion of Broken Deal Expenses in accordance with the amount they were expected to invest in the unconsummated deal. The General Partner will make such allocation judgments in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations, based on periodic reviews, if it determines that such corrections are necessary or advisable. The General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its discretion, appropriate reserves for expenses, obligations and liabilities, contingent or otherwise, including, without limitation, partnership expenses and organizational expenses. Travel and entertainment expenses in connection with a trip taken by employees of Stonepeak for purposes of multiple matters will generally be allocated to each such matter based on the time spent for each matter and then the resulting expenses will be allocated to SP+ INFRA, Other Stonepeak Accounts and / or Stonepeak as otherwise set forth herein. There can be no assurance that a different manner of allocation would not result in SP+ INFRA or any Other Stonepeak Account bearing less (or more) expenses.

Travel, entertainment and related expenses described herein include, without limitation, first class and / or business class airfare (and / or private charter, where appropriate), first class lodging, ground transportation, travel

Any monitoring fees may be payable as fixed dollar amounts or may be calculated as a percentage of EBITDA (or other similar metric). The terms of a monitoring agreement may in certain instances provide for an acceleration of fees paid to the Investment Advisor or its Affiliates upon termination following certain milestones, such as an initial public offering or sale, and where the lump-sum termination fee may be calculated as the present value of hypothetical foregone future payments (which in some cases may extend past the term of SP+ INFRA and may be based on an assumed growth in EBITDA or other metric used to calculate the fee) and be calculated using a discount rate as low as the risk-free rate, as determined by the General Partner or the Investment Advisor.

Additionally, the Investment Advisor and / or its Affiliates may receive fees, from or with respect to SP+ INFRA’s Investments and / or portfolio companies and from unconsummated transactions, including net break-up and topping fees, net commitment fees, net transaction fees, net monitoring fees (including termination fees relating to monitoring agreements), directors’ fees and net organization, financing, divestment, and other similar fees. Generally, the General Partner would not allocate break-up and topping fees with respect to a potential Investment to SP+ INFRA, any Other Stonepeak Account or co-investment vehicle unless such person would also share in Broken Deal Expenses related to the potential investment.

Any other fees received by the Investment Advisor and its affiliates that are subject to the Management Fee offset under the Fund LPA will be allocated to each Class (and to the Unitholders in such Class) for purposes of the Management Fee offset based on each Class’ proportionate share of such fees (based on units in the Lower Funds) at a given point in time. Because each Class’ (and each Unitholder’s) proportionate share of units will change over time, such Class’ (and such Unitholder’s) Management Fees may be reduced by an amount greater or less than the amount by which its fees would have been reduced had the offset been calculated in a different quarter, potentially materially so.

The Management Fee borne by each Class will be reduced by 100% of such Class’s pro rata share of other fees, net of reasonable out-of-pocket expenses incurred by the Investment Advisor or its Affiliates (and not otherwise reimbursed) in connection with the transaction out of which such fees arose. For greater certainty, the amount of other fees allocable to each Class that results in a reduction of Management Fees shall exclude the portion of such other fees that are allocable to Class X or any other Class that does not pay Management Fees.

In addition, the Investment Advisor and persons affiliated with the Investment Advisor may receive fees (including fees from portfolio companies) paid and / or borne by third parties in connection with SP+ INFRA’s activities. For example, this may include fees associated with capital invested by co-investors, co-underwriters or other third parties relating to Investments in which SP+ INFRA participates or otherwise, in connection with a joint venture in which SP+ INFRA participates or otherwise with respect to assets or other interests retained by a seller or other commercial counterparty with respect to which the Investment Advisor or an Affiliate thereof performs services. The Unitholders will not receive the benefit of any such fees other than as expressly set forth in the Fund LPA. Therefore, Stonepeak will be incentivized to offer as co-investments amounts that would otherwise be invested by SP+ INFRA because doing so may result in the receipt of a transaction fee to Stonepeak that is not subject to the

For greater certainty, Stonepeak engages and retains Consultants (as defined below) who are not employees or Affiliates of Stonepeak who may, from time to time, receive payments from, or allocations with respect to, portfolio companies and / or SP+ INFRA (including, among other things, net transaction fees and retainers). In such circumstances, such amounts will not be deemed paid to or received by Stonepeak and such amounts will not be subject to the offset provisions as described in the Fund LPA. Such fees will generally be allocated pro rata among SP+ INFRA, any Other Stonepeak Accounts, co-investment vehicles, side-by-side vehicles and other participants that are participating (or intending to participate) in such Investment. The amount of such fees allocable to such other participating funds / vehicles will not result in an offset of the Management Fee payable by Unitholders, even if such other funds, vehicles and / or accounts provide for lower or no management fees for the investors or participants therein. Any such fees that result in an offset to the Management Fee only apply to the extent it is made as part of SP+ INFRA’s investment in such company. As a result, in the case of directors’ fees, the Management Fee will not be reduced or offset to the extent any Stonepeak employees or professionals receive directors’ fees relating to continued director service after SP+ INFRA has exited (or is in the process of exiting) the portfolio company and / or following the termination of such employee’s employment with Stonepeak. Similarly, fees paid to third parties (and not to Stonepeak or its employees) who Stonepeak appoints to the board of a portfolio company would not reduce or offset Management Fee. Likewise, following an exit of SP+ INFRA’s Investment in a portfolio company, Other Stonepeak Accounts may continue to hold, or may acquire, interests (debt and / or equity) in such portfolio company, and Stonepeak may begin to earn fees or continue to earn fees from such portfolio company for providing services thereto, including, but not limited to, capital markets advice and other similar services, which in each case will not offset or reduce the Management Fee, even if such fees relate to services performed prior to SP+ INFRA’s exit. Conflicts of interest are expected to arise when a portfolio company enters into arrangements with Stonepeak on or about the time SP+ INFRA exits its Investment in such portfolio company. To the extent any investment banking fees, consulting (including management consulting) fees, syndication fees, capital markets syndication and significant sums in advisory fees (including underwriting fees), origination fees, servicing fees, brokerage fees, fees relating to group purchasing, financial advisory fees and similar fees for arranging acquisitions and other major financial restructurings and other similar operational and financial matters, loan servicing and / or other types of insurance fees, data management and services fees or payments, operations fees, financing fees, fees for asset services, title insurance fees, energy procurement / brokerage fees, fees for ESG services, fees associated with aviation management including origination fees, servicer fees (e.g., services relating to lease collections/disbursements, maintenance, insurance, lease marketing and sale of aircraft/parts), asset management fees (e.g., services relating to the preparation of monthly cash flow models and industry asset management fees, incentive fees and other similar fees and annual retainers (whether in cash or in kind)) are received by Stonepeak, such fees will not be required to be shared with SP+ INFRA or the Unitholders and will not result in any offset to the Management Fee payable by the Unitholders.

Except under limited circumstances, in the event break-up or topping fees are paid to Stonepeak in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside SP+ INFRA will not be allocated any share of such break-up or topping fees; similarly, such co-investment vehicles (including any vehicles established to facilitate the investment by Stonepeak investors) generally do not bear their share of Broken Deal Expenses (which include, but are not limited to, reverse termination fees, forfeited deposits, extraordinary expenses such as litigation costs and judgments, travel and entertainment expenses incurred, costs of negotiating co-investment or co-underwriting documentation, and legal, accounting, tax and other due diligence and pursuit costs and expenses) for unconsummated transactions and such costs and expenses will generally be borne by the Unitholders. Moreover, expenses related to the organization of co-investment vehicles formed to invest in broken deals may be borne by SP+ INFRA, and not the proposed co-investors thereof.

SP+ INFRA will bear the cost of deal advisory, portfolio company operations and other related services provided by Consultants (as defined below) (including the allocation of their compensation otherwise payable by Stonepeak), and such amounts will not generally offset the Management Fee. Such allocations require judgments as to methodology that Stonepeak will make in good faith. Such methodologies can include (i) requiring personnel to periodically record or allocate their historical time according to SP+ INFRA, (ii) Stonepeak approximating the proportion of certain personnel’s time spent on particular funds, (iii) the assessment of an overall dollar amount (based on a fixed fee or percentage of assets under management) that Stonepeak believes represents a fair recoupment

Stonepeak Capital Markets will be entitled to receive certain fees, spreads, interest payments and other forms of compensation in connection with the activities of SP+ INFRA, any holding or special purpose vehicle through which SP+ INFRA invests and SP+ INFRA’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) SP+ INFRA, any holding or special purpose vehicle through which SP+ INFRA invests or any of SP+ INFRA’s portfolio companies alone or with other lenders (which could include Other Stonepeak Accounts). This could include, by way of example, fees and / or commissions for effecting transactions, including transactions on the secondary market, as well as equity syndications to co-investment vehicles. Further, SP+ INFRA (or any person through which SP+ INFRA invests, or any portfolio company of SP+ INFRA) can be expected to pay Stonepeak Capital Markets a fee for its role in any subscription, net asset value or other form of facility obtained by SP+ INFRA or any person through which SP+ INFRA invests and while the amount of such fee will be disclosed to the Board of Directors and / or the Unitholders, there will be no requirement for preapproval or consent required from the Board of Directors and / or the Unitholders. Such fees, commissions and other compensation may also be earned where Stonepeak Capital Markets is acting as underwriter and / or syndicate participant of debt that is ultimately purchased by SP+ INFRA or any Other Stonepeak Account and / or where SP+ INFRA or any Other Stonepeak Account guarantees or provides other credit support for all or any portion of any debt or equity securities or instruments that Stonepeak Capital Markets determines to underwrite. See also “—Investments in Which Other Stonepeak Accounts Have a Different Principal Interest Generally” below. In that regard, SP+ INFRA can be expected to underwrite, commit to and make Investments where the acquisition thereby results in fees being earned by Stonepeak Capital Markets (which fees will not be subject to or result in any offset of Management Fees payable by the Unitholders), and there will be no requirement for preapproval or consent required from the Board of Directors and / or Unitholders notwithstanding the potential conflict of interest. A similar conflict of interest may exist (with no requirement for Board of Directors or Unitholder consent) where SP+ INFRA serves as a capital backstop for underwriting activities led by Stonepeak Capital Markets even though no fees will be paid to, shared with or otherwise benefiting SP+ INFRA and / or the Unitholders. Any such fees payable to Stonepeak Capital Markets are expected to be in the form of success fees, transaction-based compensation, spreads or other fees in connection with the provision of services by the Stonepeak Capital Markets business. Such fees, spreads and interest payments will not be subject to the management-fee offset provisions of the Fund LPA, and neither SP+ INFRA nor the Unitholders will receive the benefit of any such fees, spreads and interest payments. Co-investors (including those that are subject to management fees, carried interest and / or incentive allocations in respect of such co-investment) will also not receive the benefit of any such spreads or other fees. Underwritings and financings can be on a firm commitment basis or on an uncommitted, or “best efforts,” basis, and the underwriting or financing parties are under no duty to provide any commitment unless specifically set forth in the relevant contract. Stonepeak Capital Markets can also be expected to provide, either alone or alongside third parties performing similar services to purchasers or sellers of securities

As noted above, Stonepeak Capital Markets can be expected to receive a portion of the placement, arranging, or structuring or other fees that are payable to the entity leading a credit or equity transaction relating to SP+ INFRA or any of its related entities (including, without limitation, any of SP+ INFRA’s holding vehicles or special purpose vehicles) or any of their respective activities. For example, such fees may be received in connection with Stonepeak Capital Markets’ role in facilitating the establishment, arranging or servicing of any financing of SP+ INFRA, any person through which SP+ INFRA invests or any of SP+ INFRA’s portfolio companies, including with respect to a subscription, net asset value or other form of credit facility for any of the foregoing, and which financing may include Other Stonepeak Accounts and / or Stonepeak. In the event SP+ INFRA or any such person or portfolio company secures multiple financing facilities and / or refinances an existing facility, Stonepeak Capital Markets would earn a separate fee for each transaction. Any such placement, arrangement, structuring or other fees 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). Stonepeak will aim to benchmark such fees based on fees charged in comparable facilities, although the amount of such fees will vary based on then-current market conditions, the leverage of the sponsor and other considerations. See also “—Benchmarks” below. Moreover, it should be noted that because Stonepeak will be negotiating the fees payable to the entity leading the relevant credit or equity transaction (including the amount and percentage of such fees in which Stonepeak would share) at the same time that Stonepeak may be selecting such entity, Stonepeak may be incentivized to select such entity and negotiate the structure and terms (including fee terms) of such facility in a manner that does not fully align with the interests of SP+ INFRA or the Unitholders. Accordingly, there can be no assurances that Stonepeak would not have selected a different entity or structured the facility and its terms differently in the absence of such conflict, or that the amount or percentage of fees payable to Stonepeak may not have been higher or lower had a different entity been selected.

Stonepeak is committed to growing Stonepeak Capital Markets, and could in the future develop new businesses, such as providing additional investment banking, advisory and other services to corporations, financial sponsors, management or other persons. Such services could relate to transactions that could give rise to investment opportunities that are suitable for SP+ INFRA. There is no limitation on the amount of such fees, costs and expenses that may be borne by SP+ INFRA. In addition, any such fees and payments will be retained by Stonepeak Capital Markets and will not benefit SP+ INFRA or the Unitholders. The fee potential inherent in a particular investment or transaction could be viewed as an incentive for the General Partner to seek to refer, allocate or recommend an investment or transaction to SP+ INFRA. In addition, the General Partner may be incentivized to structure an investment in a manner that would create an opportunity for a fee to be received by Stonepeak Capital Markets when an alternative structure would have given rise to a more favorable transaction for SP+ INFRA.

It is possible that Stonepeak Capital Markets or one or more Other Stonepeak Accounts or Affiliates thereof will provide financing as part of a third party purchaser’s bid for or acquisition of an Investment of SP+ INFRA. This generally would include circumstances where Stonepeak Capital Markets or one or more Other Stonepeak Accounts or Affiliates thereof makes commitments to provide financing at, prior to or around the time such third party purchaser commits to purchase or purchases such Investment from SP+ INFRA. The involvement of Stonepeak Capital Markets or one or more Other Stonepeak Accounts or Affiliates as a provider of debt financing in connection with the potential acquisition of Investments by third parties from SP+ INFRA will give rise to potential or actual conflicts of interest, including the possibility of the General Partner being motivated to cause SP+ INFRA to agree to terms with a third-party with respect to which Stonepeak Capital Markets or one or more Other Stonepeak Accounts is providing such debt financing that are less favorable to the applicable portfolio company and / or SP+ INFRA than might have been obtained from another third-party that did not have access to such financing, which could adversely impact SP+ INFRA.

Sales of securities for the account of SP+ INFRA and its portfolio companies will from time to time be bunched or aggregated with orders for other accounts of Stonepeak, including Other Stonepeak Accounts. It could be impossible, as determined by Stonepeak in its sole discretion, to receive the same price or execution on the entire volume of securities sold, and the various prices may therefore be averaged, which may be disadvantageous to SP+ INFRA. Stonepeak Capital Markets may, from time to time, hold positions in instruments or securities and / or loans issued by portfolio companies of SP+ INFRA, 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 SP+ INFRA than that held by SP+ INFRA to facilitate the syndication. In either scenario, Stonepeak Capital Markets typically will sell its holdings prior to SP+ INFRA disposing of its respective investments in the portfolio company.

Where Stonepeak Capital Markets serves as underwriter with respect to securities of a Fund portfolio company, SP+ INFRA 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 SP+ INFRA’s ability to dispose of such securities at an opportune time and, in turn, adversely impact SP+ INFRA. In addition, in circumstances where a portfolio company of SP+ INFRA becomes distressed and the participants in an offering undertaken by such portfolio company may have a valid claim against the underwriter, the Fund 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, SP+ INFRA 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 Stonepeak Capital Markets may have a valid claim against a Fund 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 SP+ INFRA. In such case, Stonepeak Capital Markets’ client would typically require Stonepeak Capital Markets to act exclusively on its behalf, thereby precluding SP+ INFRA 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 SP+ INFRA.

Stonepeak is under no obligation to decline any engagements or investments in order to make an investment opportunity available to SP+ INFRA. Stonepeak has long-term relationships with a significant number of corporations and their senior management. The General Partner, or the Investment 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 General Partner and / or the Investment Advisor choosing not to make such an investment due to such relationships (e.g., investments in a competitor of a client or other person with whom Stonepeak has a relationship). SP+ INFRA 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. (See “—Allocation of Investment Opportunities” and “—Portfolio Company Relationships; Transactions with Portfolio Companies; Investments Alongside Portfolio Companies” herein.) Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Stonepeak will be made available to SP+ INFRA. (See “—Allocation of Investment Opportunities” and “—Portfolio Company Relationships; Transactions with Portfolio Companies; Investments Alongside Portfolio Companies” and “—Conflicting Fiduciary Duties to Other Stonepeak Accounts” herein.) SP+ INFRA may also co-invest with Other Stonepeak Accounts 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 the General Partner, the Investment Advisor and / or its Affiliates with respect to SP+ INFRA’s Investments and otherwise result in a conflict. (See also “—Allocation of Investment Opportunities” herein.)

Finally, Stonepeak and Other Stonepeak Accounts could acquire Units in SP+ INFRA and SP+ INFRA could acquire interests in Other Stonepeak Accounts in the secondary market. Stonepeak and Other Stonepeak Accounts would generally have greater information than counterparties in such transactions, and the existence of such business could produce conflicts, including in the valuation of SP+ INFRA’s (or any Other Stonepeak Account’s) investments. The General Partner may also from time to time determine that Stonepeak or any Other Stonepeak Account should acquire such Units in SP+ INFRA (and interests in any Other Stonepeak Account) without offering existing investors, including investors that have previously indicated an interest in acquiring such interests, the opportunity to acquire such interests in advance and / or to match the terms offered by Stonepeak or any Other Stonepeak Account (i.e., investors do not have a “right of first refusal” or a “right of first offer”). As a result, the participation of Stonepeak and / or such Other Stonepeak Accounts in such secondary transactions may result in fewer secondary opportunities for the Unitholders, and there will be no requirement for preapproval or consent required from the Board of Directors and / or Unitholders notwithstanding the potential conflict of interest arising from such participation.

Unless otherwise agreed by the parties to any transfer, the costs and expenses incurred in connection with the transfer of a Unitholder from the Fund to a Parallel Fund or the Lux Fund, or vice versa (as contemplated by the Fund LPA) will be treated as a Fund Expense and will be borne by all Unitholders in the Fund, investors in any Parallel Fund and investors in the Lux Fund. SP+ INFRA will bear as Fund Expenses the costs of preliminary activities related to the sourcing of investments (such as prospecting for investments), which will include any costs or expenses incurred in connection with attending industry conferences and the costs and expenses of software (including subscription based services) designed to provide background or insights on a particular industry or geography, without regard as to whether the expense is incurred for a specific potential investment.

It is expected that Stonepeak will pay a per agreement payment to a third-party service provider for the costs of drafting, negotiating and executing non-disclosure or other similar agreements with respect to potential and actual investments for the Fund, any Parallel Funds and Other Stonepeak Accounts. Stonepeak intends to allocate such costs across the Fund, any Parallel Funds and such Other Stonepeak Accounts on a pro rata basis based on a methodology determined by Stonepeak to be equitable under the circumstances. Although Stonepeak will seek to re-evaluate such methodology on a periodic, but no less than annual, basis to ensure that it provides a fair and reasonable allocation of such expenses, prospective investors should note that the use of such methodology will result in the Fund being allocated expenses related to potential investments that are not ultimately consummated by the Fund, any Parallel Funds or any Other Stonepeak Accounts, or actual investments that are ultimately allocated to one or more Other Stonepeak Accounts (and not to the Fund).

The application of the above may lead to an allocation of expenses to the Fund without the concomitant performance of services to the Fund or its portfolio companies and without the Fund receiving the benefit of participating in an investment (in whole or in part) to which such services relate. Moreover, expenses may be incurred that, along with the related services, benefit other parties, including Other Stonepeak Accounts (including the Lux Fund) or other owners in a portfolio company but are borne solely by the Fund. Despite Stonepeak’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, the use of any particular methodology may lead the Fund to bear relatively more expense in certain instances and relatively less in other instances compared to what the Fund would have borne if a different methodology had been used. However, Stonepeak seeks to make allocations that are equitable on an overall basis in its good faith judgment.

Stonepeak may from time to time organize events geared to prospective investors that participate in multiple Stonepeak funds, including SP+ INFRA. The costs of such events may be allocated as organizational expenses among the relevant Stonepeak funds that are fundraising at the time, including SP+ INFRA, even if such prospective investors do not ultimately subscribe to SP+ INFRA. In addition to such events, Stonepeak has held and may in the future hold one-on-one meetings with prospective investors related generally to Stonepeak or that are in a preliminary stage of diligence with respect to an investment in SP+ INFRA; while such investors may ultimately not subscribe to SP+ INFRA, the expenses of such meetings could be allocated as an organizational expense of SP+ INFRA.

Investments will generally be allocated between SP+ INFRA and one or more Other Stonepeak Accounts on a case-by-case basis in accordance with the factors described in “— Allocation of Investment Opportunities” below. In certain circumstances, such allocation to SP+ INFRA may occur after the investment has already been allocated to

In addition to the foregoing, Broken Deal Expenses could, in the reasonable discretion of Stonepeak acting in good faith, be allocated solely to the Fund and not to Other Stonepeak Accounts, including any Continuation Vehicle, or co-investment vehicles (including such standing co-investment vehicles) that could have made the Investment (including any situation where an Other Stonepeak Account was initially allocated an investment opportunity and incurred such expenses before such investment opportunity was reallocated to the Fund), even when the Other Stonepeak Account, including any Continuation Vehicle, or co-investment vehicle commonly invests alongside the Fund in its Investments or Stonepeak or Other Stonepeak Accounts in their investments. In such cases the Fund’s share of expenses would increase. In the event Broken Deal Expenses are allocated to an Other Stonepeak Account or a co-investment vehicle, Stonepeak or the Fund will, in certain circumstances, advance such fees and expenses without charging interest until paid by the Other Stonepeak Account or co-investment vehicle, as applicable. In addition, certain portfolio companies will provide transaction support services (including identifying potential investments) to the Fund, Other Stonepeak Accounts and their respective portfolio companies in respect of certain investments that are not ultimately consummated. See also “—Service Providers, Vendors and Counterparties” in this Item 1A. Stonepeak will endeavor in good faith to allocate the costs of such services to the Fund and such Other Stonepeak Accounts as it deems appropriate under the particular circumstances. Any methodology used to determine such allocation (including the choice thereof) involves inherent conflicts and may not result in perfect attribution and allocation of such costs, and there can be no assurance that a different manner of allocation would result in the Fund and its portfolio companies bearing less or more of such costs. Further, any of the foregoing costs, although allocated in a particular period, could be allocated based on activities occurring outside such period. Additionally, the allocation of such costs can be expected to generally be based on the relative expected investment sizes (as determined by the General Partner in good faith), in certain circumstances they may be based on different methodologies, including, without limitation, the aggregate value or number of, or invested capital in, transactions consummated in the applicable prior quarter, and therefore the Fund could pay more than its pro rata portion of such cost based on its actual usage of such services.

It may not be possible to benchmark placement and arranging services provided by Stonepeak Capital Markets against similar services provided by third-party investment banks, independent placement agents or other service providers because the services provided by such third parties are often bundled with other services which are not priced separately from one another. As a matter of commercial practice, these services are often intrinsically linked

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. 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, subject to the terms of the Fund LPA, be borne indirectly by SP+ INFRA and the Unitholders by virtue of their ownership of equity or debt in the applicable portfolio company, and will not result in any offset to the management fee.

The fees payable to Stonepeak Capital Markets may be approved on the basis that the aggregate fees paid to Stonepeak Capital Markets and any investment bank or similar provider of capital or underwriting, collectively, are lower than the aggregate fees Stonepeak determines would have been paid by SP+ INFRA or the applicable portfolio company in the absence of participation by Stonepeak Capital Markets. However, in certain cases the aggregate fees payable by SP+ INFRA or the applicable portfolio company may exceed those that would have been payable in the absence of the participation of Stonepeak Capital Markets.

To the extent SP+ INFRA or Other Stonepeak Accounts engage in a long-term or recurring contract with a Stonepeak-affiliated service provider, Stonepeak may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time.

Stonepeak, Other Stonepeak Accounts, 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 SP+ INFRA if Stonepeak intends to syndicate such amounts to co-investors and other potential purchasers (which may include one or more Unitholders, Other Stonepeak Accounts and / or third parties). The equity committed / used in any such underwriting by the General Partner 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 an Other Stonepeak Account. In such circumstances, Stonepeak will have the right to (and can be expected to) earn underwriting and / or syndication fees from SP+ INFRA, 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 SP+ INFRA and Unitholders will not be entitled to share in or receive the benefit of any such underwriting and / or syndication fees. As a result, Stonepeak will be incentivized to underwrite and / or syndicate amounts of equity in Investments due to

For example, Stonepeak may, like other private equity firms, in the future cause portfolio companies to enter into agreements regarding group procurement, benefit management, data management and / or mining, technology development, purchase of title and / or other insurance policies (which may be pooled across portfolio companies and discounted due to scale) and other similar operational initiatives that may result in fees, commissions or similar payments and / or discounts being paid to the Investment Advisor or its Affiliates, or one or more portfolio companies of SP+ INFRA, including related to a portion of the savings achieved by such portfolio companies. SP+ INFRA and its Unitholders typically will not share in any fees, economics, equity or other benefits accruing to Stonepeak, Other Stonepeak Accounts and their portfolio companies as a result of any such transactions.

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 Other Stonepeak Accounts (and / or service providers to those Other Stonepeak Accounts) to portfolio companies of SP+ INFRA, may recommend, refer or introduce a portfolio company of SP+ INFRA to one or more portfolio companies of Other Stonepeak Accounts and / or may recommend, refer or introduce existing portfolio companies of SP+ INFRA (or portfolio companies of Other Stonepeak Accounts) that are already engaged in business transactions 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 SP+ INFRA or Other Stonepeak Accounts and / or companies that were formerly portfolio companies of SP+ INFRA (or of Other Stonepeak Accounts) 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 “cross-sell” 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’s investment and, in addition, Stonepeak’s investment in such companies through its funds. 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 SP+ INFRA is introduced to, or asked to use the products or services of one or more portfolio companies of an Other Stonepeak Account, 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

With respect to transactions or agreements with portfolio companies of SP+ INFRA (including, for the avoidance of doubt, long-term incentive plans) occurring at times when there are no “unrelated” (i.e., unaffiliated with Stonepeak) officers of a portfolio company, Stonepeak may negotiate and execute agreements on behalf of the portfolio company with Stonepeak, SP+ INFRA, Other Stonepeak Accounts and their portfolio companies and Affiliates and other related parties. These negotiations would not be arm’s length and would entail conflicts of interest. Among the measures Stonepeak may use to mitigate such conflicts is to involve outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms, or establish separate groups with information barriers within Stonepeak to advise on each side of the negotiation.

In addition, portfolio companies of SP+ INFRA or portfolio companies of Other Stonepeak Accounts may do business with, support, or have other relationships with competitors of SP+ INFRA’s other portfolio companies, and in that regard prospective investors should not assume that a company related to or otherwise affiliated with Stonepeak will only take actions that are beneficial to or not opposed to the interests of SP+ INFRA and its portfolio companies. Specifically, Stonepeak may provide advice or otherwise provide support to the portfolio company of an Other Stonepeak Account. In such circumstances, Stonepeak may consider the interests of such portfolio company or Other Stonepeak Account and any potential conflicts between any such portfolio company or Other Stonepeak Account, on the one hand, and any portfolio company of SP+ INFRA or SP+ INFRA itself, on the other hand, could be resolved in a manner that does not favor SP+ INFRA, or is adverse to SP+ INFRA. Accordingly, this may create a conflict of interest in such instances because the advice or other support provided by Stonepeak to the portfolio company of such Other Stonepeak Account, or steps taken on such Other Stonepeak Account’s behalf, may have an adverse impact on a portfolio company of SP+ INFRA. For example, the performance or strategy of a portfolio company of an Other Stonepeak Account that is a competitor, customer or service provider of a portfolio company of SP+ INFRA could conflict with, and adversely impact, the performance and operations of a portfolio company. Such other portfolio company could potentially adversely affect prices or business opportunities for a portfolio company, or compete for or interfere with potential acquisition opportunities for such portfolio company. Further, it is possible that certain portfolio companies of SP+ INFRA or portfolio companies of the Other Stonepeak Accounts or companies in which the Other Stonepeak Accounts have an interest will compete with SP+ INFRA for one or more investment opportunities. In addition, it is possible that one or more portfolio companies of SP+ INFRA may look to buy or sell a business or asset to or from a portfolio company of an Other Stonepeak Account (or to or from the Other Stonepeak Account itself).

Furthermore, management teams of portfolio companies of Other Stonepeak Accounts will from time to time enter into arrangements with portfolio companies of SP+ INFRA and / or their respective management teams regarding the provision of goods and services (including, without limitation, the sourcing of investments), in exchange for, among other things, interests in one or more of SP+ INFRA’s portfolio companies or the right to participate in any such portfolio company’s equity incentive plan or other long-term incentive plans. Such arrangements could also result in the allocation of any investment opportunity (or co-investment opportunity) that is appropriate for SP+ INFRA being offered (including on a programmatic basis) to a portfolio company of such Other Stonepeak Account as compensation for the goods and services that its management team provided.

Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of SP+ INFRA and / or such Other Stonepeak Accounts or the consent of the Board of Directors and Unitholders of SP+ INFRA or such Other Stonepeak Accounts. This is because, among other considerations, portfolio companies of SP+ INFRA and portfolio companies of Other Stonepeak Accounts are not considered Affiliates of Stonepeak, SP+ INFRA or the General Partner under the Fund LPA, and are therefore not covered by Affiliate transaction restrictions included in the Fund LPA, such as the requirement to obtain consent from the Board of Directors in certain circumstances. There can be no assurance that the terms of any such agreement, transaction or other arrangement will be as favorable to SP+ INFRA as otherwise would be the case if the counterparty were not related to Stonepeak.

SP+ INFRA is expected to co-invest alongside portfolio companies of Other Stonepeak Accounts and / or their Affiliates in certain Investments. Although the General Partner will have a potential conflict of interest in allocating

Moreover, in connection with seeking financing or refinancing of portfolio companies of SP+ INFRA and their assets, it may be the case that better financing terms are available when more than one portfolio company provides collateral, particularly in circumstances where the assets of each portfolio company are similar in nature. As such, rather than seeking such financing or refinancing on its own, a portfolio company may enter into cross collateralization arrangements with another portfolio company or portfolio companies of one or more Other Stonepeak Accounts. While Stonepeak would expect any such financing arrangements to generally be non-recourse to SP+ INFRA and Other Stonepeak Accounts, as a result of any cross-collateralization, SP+ INFRA could also lose its interests in otherwise performing Investments due to poorly performing or non-performing investments of Other Stonepeak Accounts. See “—Financial Leverage” above.

Likewise, for certain Investment-related hedging transactions, it can be expected to be advantageous for counterparties to trade solely with the Fund (or the relevant Parallel Fund). For these transactions, it is anticipated that the Fund (or the relevant Parallel Fund) would then enter into back-to-back trade confirmations or other similar arrangements with the relevant Parallel Fund or Other Stonepeak Accounts (including co-investment vehicles). The party owing under such an arrangement may not have resources to pay its liability, however, in which case the other party will bear more than its pro rata share of the relevant loss. In certain circumstances where SP+ INFRA participates in an Investment alongside any Other Stonepeak Account, SP+ INFRA may bear more than its pro rata share of relevant expenses related to such Investment, including, but not limited to, as the result of such Other Stonepeak Account’s insufficient reserves or inability to call capital contributions to cover expenses. It is not expected that SP+ INFRA or Other Stonepeak Accounts will be compensated for agreeing to be primarily liable vis-à-vis a third-party counterparty. Moreover, in connection with the divestment of all or part of a portfolio company (e.g., an initial public offering) and / or the wind-down of a portfolio company, Stonepeak will seek to track the ownership interests, liabilities and obligations of SP+ INFRA and any Other Stonepeak Accounts owning an interest in the portfolio company comprising such operating business, but it is possible that SP+ INFRA and applicable Other Stonepeak Accounts will, in certain circumstances, incur shared, disproportionate or crossed liabilities. Furthermore, depending on various factors including the relative assets, expiration dates, investment objectives and return profiles of each of SP+ INFRA and such Other Stonepeak Accounts, it is possible that one or more of them will have greater exposure to legal claims and that they will have conflicting goals with respect to the price, timing and manner of disposition opportunities. Finally, in certain circumstances, if SP+ INFRA is participating in an investment alongside an Other Stonepeak Account (including a co-investment vehicle), SP+ INFRA could also bear more than it’s pro rata share of expenses relating to such investment if such Other Stonepeak Account does not have resources to bear such expenses (including, but not limited to, as a result of insufficient reserves and / or the inability to call capital contributions to cover such expenses).

Additionally, Stonepeak may hold equity or other Investments in companies or businesses (even if they are not “Affiliates” of Stonepeak) that provide services to or otherwise contract with portfolio companies. In connection with such relationships, Stonepeak may also make referrals and / or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and / or milestones benefitting Stonepeak that are tied or related to participation by portfolio companies). SP+ INFRA and the Unitholders will not share in any fees or economics accruing to Stonepeak as a result of these relationships and / or participation by portfolio companies.

It is also possible that certain portfolio companies of SP+ INFRA or Other Stonepeak Accounts and their Affiliates will compete with SP+ INFRA for one or more investment opportunities. It is also possible that certain portfolio companies of the Other Stonepeak Accounts and their Affiliates will compete with or engage in activities that may have adverse consequences on SP+ INFRA and / or its portfolio companies (including, by way of example only, as a result of laws and regulations of certain jurisdictions (e.g., bankruptcy, environmental, consumer protection and / or labor laws) that may not recognize the segregation of assets and liabilities as between separate entities and may permit recourse against the assets of not just the entity that has incurred the liabilities, but also the other entities that are under common control with, or part of the same economic group as, such entity, which may result in the assets of SP+ INFRA and / or its portfolio companies being used to satisfy the obligations or liabilities of one or more Other Stonepeak Accounts, their portfolio companies and / or Affiliates).

Executives of SP+ INFRA’s portfolio companies may provide services for Stonepeak, other portfolio companies of SP+ INFRA or portfolio companies of an Other Stonepeak Account. For example, a portfolio company executive may serve in a deal sourcing role. While in some cases such services may be provided pursuant to a formal arrangement under which the portfolio company executive is compensated by Stonepeak (or the other portfolio company of the Fund or portfolio company of the Other Stonepeak Account), in other cases the relationships are more informal and the services may be provided for no compensation or for an alternative benefit such as a shared portion of the General Partner’s carried interest in such new deal opportunity.

Further, portfolio companies with respect to which the General Partner or their respective Affiliates may elect members to the board of directors will, as a result, subject such directors to fiduciary obligations to make decisions that they believe to be in the best interests of such portfolio company. Although in most cases the interests of SP+ INFRA and any such portfolio company will be aligned, this may not always be the case. This has the potential to create conflicts of interest between the relevant director’s obligations to such portfolio company and its stakeholders, on the one hand, and the interests of SP+ INFRA, on the other hand. Although the General Partner will generally seek to minimize the impact of any such conflicts, there can be no assurance they will be resolved favorably for SP+ INFRA.

Additionally, certain personnel and other professionals of Stonepeak have family members or relatives that are actively involved in industries and sectors in which SP+ INFRA invests and / or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers described above) or other industries, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of SP+ INFRA or other counterparties of SP+ INFRA and its portfolio companies. Moreover, in certain instances, SP+ INFRA 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. These relationships have the potential to influence Stonepeak, including the General Partner, in deciding whether to select, recommend or create such service providers to perform services for SP+ INFRA or a portfolio company (the cost of which will generally be borne directly or indirectly by SP+ INFRA or such portfolio company, as applicable) and to incentivize Stonepeak to engage in such service provider over a third party. The fees for services provided by such service providers may or may not be at the same rate charged by other third parties and the General Partner undertakes no obligations to select service providers who may have lower rates. The General Partner undertakes no minimum amount of benchmarking. To the extent the General Partner does not engage in benchmarking, it cannot be assured that such benchmarking will be accurate, comparable, or relate specifically to the assets or services to which such rates or terms relate. Whether or not the General Partner has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In most such circumstances, the Fund LPA will not preclude SP+ INFRA from undertaking any of these investment activities or transactions. To the extent Stonepeak determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by Stonepeak. The Unitholders rely on Stonepeak to manage these conflicts in its sole discretion.

Unitholders’ Outside Activities. A Unitholder shall be entitled to and can be expected to have business interests and engage in activities in addition to those relating to SP+ INFRA, including business interests and activities in direct competition with SP+ INFRA and its portfolio companies, and may engage in transactions with, and provide services to, SP+ INFRA or its portfolio companies (which will, in certain circumstances, include providing leverage or other financing to SP+ INFRA or its portfolio companies as determined by the General Partner in their sole discretion). None of SP+ INFRA, any Unitholder or any other person shall have any rights by virtue of the Fund LPA or any related agreements in any business ventures of any Unitholder. The Unitholder, and in certain cases the General Partner will have conflicting loyalties in these situations.

Similarly, Stonepeak, Other Stonepeak Accounts and their portfolio companies can be expected to engage portfolio companies of SP+ INFRA to provide some or all of these services. Some of the services performed by portfolio company service providers could also be performed by the General Partner, the Investment Advisor or their Affiliates and vice versa. Fees paid by SP+ INFRA or its portfolio companies to, or value created by, other portfolio company service providers or vendors (including service providers and vendors in which the General Partners and its Affiliates have an interest or relationship) do not offset or reduce the Management Fee payable by the Unitholders and are not otherwise shared with SP+ INFRA, unless otherwise required by the Fund LPA. Furthermore, in certain circumstances, Stonepeak can be expected to play a substantial role in overseeing the personnel of portfolio company service providers that provide services to SP+ INFRA, Other Stonepeak Accounts and / or their portfolio companies on an ongoing basis, including with respect to the selection, hiring, retention and compensation of such personnel. Stonepeak has multiple business lines, which may result in competition with a portfolio company for high performing executive talent and presents actual and potential conflicts of interest. For example, Stonepeak may “poach” a portfolio company executive, or such executive may interview with Stonepeak during the applicable contractual period with respect to his or her existing position and later be hired by Stonepeak after such period. A portfolio company may want to retain such executives or other employees, and regardless, Stonepeak is under no obligation to avoid interviewing or hiring such employees. For example, Stonepeak expects that certain portfolio company service providers, as described below, with Stonepeak’s oversight, will establish a team of personnel to provide support services exclusively to SP+ INFRA and its portfolio companies (and / or other investment funds or accounts managed or controlled by Stonepeak).

There may be instances where current and former employees of Other Stonepeak Accounts’ portfolio companies are seconded to or temporarily hired by SP+ INFRA’s portfolio companies or, at times, SP+ INFRA’s Investments directly. Such secondments or temporary hiring of current and former employees of Other Stonepeak Accounts’ portfolio companies by SP+ INFRA’s portfolio companies (or its Investments) may result in a potential conflict of interest between SP+ INFRA’s portfolio companies and those of such Other Stonepeak Accounts. The costs of such employees are expected to be borne by SP+ INFRA or its relevant portfolio companies, as applicable, and the fees paid by SP+ INFRA or such portfolio companies to, other portfolio company service providers or vendors do not offset or reduce the Management Fee. See also “—Service Providers, Vendors and Counterparties” herein.

SP+ INFRA and its portfolio companies will compensate one or more of these service providers and vendors owned by SP+ INFRA or Other Stonepeak Accounts, including through incentive-based compensation payable to their management teams and other related parties. Some of these service providers and vendors owned by SP+ INFRA or Other Stonepeak Accounts will charge SP+ INFRA and its portfolio companies for goods and services at rates generally consistent with those available in the market for similar goods and services. As a general matter, SP+ INFRA’s portfolio companies are not expected to generate profit for SP+ INFRA or Other Stonepeak Accounts by whom they are owned. Accordingly, Unitholders should have no expectation that portfolio companies owned in whole or in part by SP+ INFRA will generate any positive returns and such portfolio companies could instead result in a loss to SP+ INFRA.

In certain circumstances, SP+ INFRA and Other Stonepeak Accounts will enter into fee arrangements with portfolio company service providers (including instances where the fee is structured as a cost-plus fee, i.e., the cost of services plus a fixed percentage). Where portfolio company service providers have entered into such fee arrangements, there may be situations where the portfolio company service provider’s tax liabilities that are associated with the income received from SP+ INFRA and / or Other Stonepeak Accounts could be passed along to SP+ INFRA such that SP+ INFRA would ultimately be responsible for bearing such expenses. Accordingly, the General Partner and the Investment Advisor may have an incentive to structure its fee arrangements with portfolio company service providers in such a manner where SP+ INFRA or an Other Stonepeak Account may bear all or a portion of such portfolio company service providers’ tax liabilities. As further noted above, no fees charged by these service providers and vendors in the fee arrangement discussed in this paragraph will offset or reduce Management Fees unless otherwise required by the Fund LPA.

A portfolio company service provider will, in certain circumstances, subcontract certain of its responsibilities to other portfolio companies of SP+ INFRA and Other Stonepeak Accounts. In such circumstances, the relevant subcontractor could invoice the portfolio company for fees (or in the case of a cost reimbursement arrangement, for allocable costs and expenses) in respect of the services provided by the subcontractor. The portfolio company, if charging on a cost reimbursement, no-profit, revenue, purchase and sale price, capital spend or break-even basis, would in turn allocate those costs and expenses as it allocates other fees and expenses as described above. Similarly, Other Stonepeak Accounts, their portfolio companies and Stonepeak can be expected to engage portfolio companies of SP+ INFRA to provide services, and these portfolio companies will generally charge for services in the same manner described above, but SP+ INFRA and its portfolio companies generally will not be reimbursed for any costs (such as start-up costs or technology build-up costs) relating to such Portfolio companies incurred prior to such engagement.

Portfolio company service providers described in this section are generally owned and / or controlled by one or more Stonepeak funds, such as SP+ INFRA and Other Stonepeak Accounts. In certain instances, a similar company could be owned and controlled by Stonepeak directly. Stonepeak could cause a transfer of ownership of one of these service providers (or the employees, leases, contracts, a business unit or office assets of one service provider to another service provider) from SP+ INFRA to an Other Stonepeak Account, or from an Other Stonepeak Account to SP+ INFRA.

The transfer of a portfolio company service provider (or the employees, leases, contracts, a business unit or office assets of such service provider) between SP+ INFRA and / or Other Stonepeak Accounts (where SP+ INFRA may be, directly or indirectly, a seller or a buyer in any such transfer) will generally be consummated for minimal or no consideration, and without obtaining any consent from any Board of Directors, any Independent Client Representative or the Unitholders. The General Partner may, but is not required to, obtain a third-party valuation confirming the same, and if it does, the General Partner may rely on such valuation. Portfolio companies of SP+ INFRA and Other Stonepeak Accounts are not considered “Affiliates” of Stonepeak, the General Partner, the Investment Advisor or SP+ INFRA under the Fund LPA and therefore are not covered by the Affiliate transaction restrictions included in the Fund LPA, such as the requirement to obtain consent from the Board of Directors in certain circumstances.

In the case of Investments involving a “platform company,” SP+ INFRA will from time to time enter into an arrangement with one or more individuals (who may have experience or capability in sourcing and / or managing investments) to undertake a build-up strategy to acquire and develop assets and businesses in a particular sector or involving a particular strategy. The counterpart individuals may be compensated with a salary and / or equity incentive plan. Such compensation may take the form of a management fee and / or profits allocation (whether paid directly to such individuals and / or to an affiliated entity controlled by such individuals), which may be calculated

In addition, in the event of the disposition of a portfolio company (whether by way of transfer to SP+ INFRA, an Other Stonepeak Account, a portfolio company of the foregoing or Stonepeak (as described above) or by way of a sale to a third party), such portfolio company may continue to provide some or all of the services described herein to SP+ INFRA, Other Stonepeak Accounts, portfolio companies of the foregoing or Stonepeak, as applicable, even for a substantial period of time following such disposition.

The relationship of service providers and vendors to Stonepeak as described above will influence Stonepeak in deciding whether to select or recommend such service providers to perform services for SP+ INFRA or a portfolio company (the cost of which will generally be borne directly or indirectly by SP+ INFRA or such entity, as applicable) and may incentivize Stonepeak to engage such service provider over a third party and / or to utilize the services of such service providers and vendors more frequently than would be the case absent the conflict, or to pay such service providers and vendors higher fees or commissions than would be the case absent the conflict. Fees paid by SP+ INFRA or its portfolio companies to service providers and vendors do not offset or reduce the Management Fee payable by the Unitholders of SP+ INFRA and are not otherwise shared with SP+ INFRA unless required by the Fund LPA.

Notwithstanding the foregoing, transactions relating to SP+ INFRA that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the General Partner believes to be of benefit to SP+ INFRA. Advisors and service providers, or their Affiliates, often charge different rates or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by SP+ INFRA and / or portfolio companies are different from those used by Stonepeak and its Affiliates (including personnel), the Investment Advisor or its Affiliates (including personnel) may pay different amounts or rates than those paid by SP+ INFRA and / or portfolio companies. Similarly, Stonepeak, its Affiliates, SP+ INFRA, the Other

Additionally, SP+ INFRA, Other Stonepeak Accounts, the portfolio companies, and / or Stonepeak itself will from time to time engage investment banks or other similar financial advisors in connection with specific potential Investments. In most cases, the costs and expenses of these third parties will be borne (directly or indirectly) by the relevant Stonepeak fund and investors thereof (and not Stonepeak). However, one of the tangible and / or intangible benefits from these relationships includes general referral of investment opportunities, which opportunities may inure to the benefit of SP+ INFRA and any Other Stonepeak Accounts, and / or Stonepeak (and not necessarily the parties bearing the cost of the particular engagement that created, enhanced, or supported the underlying relationship that came to produce such opportunities in the first place). In addition, in connection with an actual or potential Investment, Stonepeak may occasionally compensate an investment bank or other service provider in connection with their contributions to such Investment, which such contributions may be indirect, qualitative and / or may include, consideration for potential future business opportunities (such as where an investment bank was working on a potential IPO, but is compensated when the portfolio company is instead sold outright in lieu of an IPO). Such arrangements may or may not have been formalized with a written agreement. While any such payment is expected, in part or in whole, to be borne by the Fund, such arrangements may provide a benefit to Other Stonepeak Accounts and to Stonepeak itself, including by virtue of any good will generated between Stonepeak and such service provider, which could result in enhanced deal flow to such Other Stonepeak Accounts which have not borne a portion of such fees paid to the investment bank.

Some of the services performed by Stonepeak-affiliated service providers could also be performed by Stonepeak and vice versa. Fees paid by SP+ INFRA or its portfolio companies to or value created in Stonepeak-affiliated service providers or vendors do not offset or reduce the Management Fee payable by the Unitholders and are not otherwise shared with SP+ INFRA, unless otherwise required by the Fund LPA.

SP+ INFRA could acquire from or sell to Stonepeak a service provider as an Investment or participate alongside Stonepeak in the acquisition of a service provider. Stonepeak is expected to establish a valuation methodology in relation to any such sale or acquisition by SP+ INFRA of a service provider. In addition, before entering into any transaction with respect to any such service provider, it is anticipated that Stonepeak will obtain any consents that may be required under the Advisers Act or other applicable laws or regulations.

Certain Stonepeak-affiliated service providers and their respective personnel will receive a management promote, an incentive fee and other performance-based compensation in respect of investments, sales or other transaction volume. Furthermore, Stonepeak-affiliated service providers can be expected to charge costs and expenses based on allocable overhead associated with personnel working on relevant matters (including salaries, benefits and other similar expenses).

To the extent SP+ INFRA or Other Stonepeak Accounts engage in a long-term or recurring contract with a Stonepeak-affiliated service provider, the General Partner may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time.

The General Partner will make determinations of certain market rates (i.e., rates that fall within a range that the General Partner 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), and, in certain circumstances, is expected to be in the top of the range, based on its consideration of a number of factors, which are generally expected to include the General Partner’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by the General Partner to be appropriate under the circumstances. In respect of benchmarking, while Stonepeak often obtains benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Stonepeak Affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., different assets may receive different services). In addition, benchmarking data is based on general market and broad industry overviews, rather than determined on an asset-by-asset basis. As a result, benchmarking data does not take into account specific characteristics of individual assets then owned or to be acquired by SP+ INFRA (such as size or location), or the particular characteristics of services provided. Further, it could be difficult to identify comparable third-party service providers that provide services of a similar scope and scale as the Stonepeak-affiliated service providers that are the subject of the benchmarking analysis or to obtain detailed information about pricing of a service comparable to that being provided to SP+ INFRA from third-party service providers if such service providers anticipate that Stonepeak will not in fact engage their services. For these reasons, such market comparisons may not result in precise market terms for comparable services. Expenses to obtain benchmarking data will be borne by SP+ INFRA, Other Stonepeak Accounts and their respective portfolio companies and will not offset the Management Fee. Finally, in certain circumstances the General Partner can be expected to determine that third-party benchmarking is unnecessary, including in circumstances where the price for a particular good or service is mandated by law (e.g., title insurance in rate-regulated U.S. states) or because in Stonepeak’s view no comparable service provider offering such good or service (or an insufficient number of comparable service providers for a reasonable comparison) exists or because Stonepeak has access to adequate market data (including from third-party clients of the Stonepeak-affiliated service provider that is the subject of the benchmarking analysis) to make the determination without reference to third-party benchmarking. For example, in certain circumstances a Stonepeak-affiliated service provider or a portfolio company service provider could provide services to third parties, in which case if the rates charged to such third parties are consistent with the rates charged to SP+ INFRA, Other Stonepeak Accounts and their respective portfolio companies, then a separate benchmarking analysis of such rates is not expected to be prepared. Some of the services performed by Stonepeak-affiliated service providers could also be performed by the General Partner and vice versa. Fees paid by SP+ INFRA or its portfolio companies to Stonepeak-affiliated service providers do not offset or reduce the Management Fee payable by the Unitholders and are not otherwise shared by SP+ INFRA. These conflicts related to Stonepeak-affiliated service providers will not necessarily be resolved in favor of SP+ INFRA, and Unitholders may not be entitled to receive notice or disclosure of the occurrence of these conflicts.

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, a Consultant advises the General Partner on private equity transactions, provides the General Partner and / or the Investment Advisor with industry-specific insights and feedback on investment themes, assists in transaction due diligence, makes introductions to and provides reference checks on management teams. In other cases, Consultants take on more extensive roles, including serving as executives or directors on the boards of portfolio companies and contributing to the identification and origination of new investment opportunities. SP+ INFRA may rely on these Consultants to recommend Stonepeak and SP+ INFRA as a preferred investment partner and carry out its investment program, but there is no assurance that any Consultant will continue to be involved with Stonepeak for any length of time.

In certain instances, Stonepeak has formal arrangements with these Consultants (which may or may not be terminable upon notice by any party), and in other cases the relationships are more informal. They are either compensated (including pursuant to retainers and expense reimbursement and, in any event, pursuant to negotiated arrangements which will not be confirmed as being comparable to the market rates for such services) from Stonepeak, SP+ INFRA and / or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. In certain cases, they have certain attributes of Stonepeak “employees” (e.g., they can be expected to have offices at Stonepeak, receive administrative support from Stonepeak personnel, participate in certain meetings and events for Stonepeak personnel, work on Stonepeak matters as their primary or sole business activity, have Stonepeak-related e-mail addresses or business cards and participate in certain arrangements typically reserved for Stonepeak employees (e.g., the side-by-side program)) even though they are not Stonepeak employees, Affiliates, or personnel for purposes of the Fund LPA and the Advisory Agreement, as applicable, and their salaries and related expenses are paid by SP+ INFRA as Fund Expenses or by the portfolio companies without any reduction or offset to Management Fees. Some Consultants work only for SP+ INFRA and its portfolio companies, while other Consultants may have other clients. In particular, in some cases, Consultants, including those with “Senior Advisor” or “Operating Partner” title, have been and will be engaged with the responsibility to source, diligence and recommend transactions to Stonepeak potentially on a full-time and / or exclusive basis and, notwithstanding any overlap with the responsibilities of Stonepeak under the Advisory Agreement and / or the Fund LPA, the compensation to such Consultants may be borne fully by SP+ INFRA and / or portfolio companies (with no reduction or offset to Management Fees) and not the Investment Advisor. Consultants could have conflicts of interest between their work for SP+ INFRA 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. Additionally, Consultants may provide services on behalf of SP+ INFRA and Other Stonepeak Accounts, and any work performed by Consultants retained on behalf of SP+ INFRA may benefit such Other Stonepeak Accounts (and alternatively, work performed by Consultants on behalf of Other Stonepeak Accounts may benefit SP+ INFRA), and Stonepeak shall have no obligation to allocate any portion of the costs to be borne by SP+ INFRA in respect of such Consultant to such Other Stonepeak Accounts.

In addition, SP+ INFRA may in certain circumstances from time to time enter into an arrangement with one or more individuals (who may be former personnel of Stonepeak or current or former personnel of portfolio companies of SP+ INFRA or Other Stonepeak Accounts, may have experience or capability in sourcing or managing investments, and may form a management team) to undertake a build-up strategy to originate, acquire and develop assets and businesses in a particular sector or involving a particular strategy. The services provided by such individuals or relevant portfolio company, as the case may be, could include the following with respect to Investments: origination or sourcing, due diligence, evaluation, negotiation, servicing, development, management (including turnaround) and disposition. The individuals or relevant portfolio company could be compensated with a salary and equity incentive plan, including a portion of profits derived from SP+ INFRA or a portfolio company or asset of SP+ INFRA, or other long-term incentive plans. Compensation could also be based on assets under management, a waterfall similar to a carried interest, respectively, or other similar metric. SP+ INFRA could initially bear the cost of overhead (including rent, utilities, benefits, salary or retainers for the individuals or their affiliated entities) and the sourcing, diligence and analysis of investments, as well as the compensation for the individuals and entity undertaking the build-up strategy. Such expenses could be borne directly by SP+ INFRA as Fund Expenses (or

In addition, the General Partner may engage third parties as operating partners and senior advisors (or another similar capacity) in order to advise it with respect to existing investments, specific investment opportunities, and economic and industry trends. Such operating partners and senior advisors may receive reimbursement of reasonable related expenses by portfolio companies or SP+ INFRA and may have the opportunity to invest in a portion of the equity available to SP+ INFRA for investment which may be taken by the General Partner and its Affiliates. If such operating partners and senior advisors generate investment opportunities on SP+ INFRA’s behalf, such members may receive special additional fees or allocations comparable to those received by a third party in an arm’s length transaction.

There can be no assurance that any of the Consultants will continue to serve in such roles and / or continue their arrangements with Stonepeak, SP+ INFRA and / or any portfolio companies throughout the term of SP+ INFRA. Affiliates of the General Partner and individuals or entities established by or for the benefit of such individuals with whom the General Partner or its Affiliates has a personal and / or strategic relationship (including, for the avoidance of doubt, strategic advisors, senior advisors, consultants, operating partners, placement agents, and other similar professionals who are not employees or Affiliates of Stonepeak) may invest as Unitholders of SP+ INFRA and, in such circumstances, any such capital contributions made thereby generally will not be subject to Management Fees or incentive allocation.

The valuation of Investments will affect the amount and timing of the Performance Participation Allocation and the amount of Management Fees payable to the Investment Advisor. The valuation of investments of Other Stonepeak Accounts will, in certain circumstances, affect the decision of potential Unitholders to subscribe for interests in SP+ INFRA. Similarly, the valuation of SP+ INFRA’s Investments will, in certain circumstances, affect the ability of Stonepeak to form and attract capital to Other Stonepeak Accounts. As a result, there may be circumstances where the General Partner is incentivized to defer realization of Investments, make more speculative Investments, seek to deploy capital at an accelerated pace, hold Investments longer and / or determine valuations that are higher than the actual fair value of Investments. The valuation of investments of SP+ INFRA and Other Stonepeak Accounts, which generally remains in the sole discretion of Stonepeak, involve conflicts. In particular, given that the amount of Management Fees and Performance Participation Allocation will be dependent on the valuation of non-marketable securities, which will be determined by Stonepeak, Stonepeak could be incentivized to value the securities higher

Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use or distribution, and regulatory limitations on the use of material non-public information, Stonepeak is generally free to use data and information from SP+ INFRA’s activities to assist in the pursuit of Stonepeak’s various other activities, including to trading activities or use for the benefit of Stonepeak or an Other Stonepeak Account. Any confidentiality obligations in the Fund LPA do not limit Stonepeak’s ability to do so. For example, Stonepeak’s ability to trade in securities of an issuer relating to a specific industry may, subject to applicable law, be enhanced by information of a portfolio company in the same or related industry. Such trading is expected to provide a material benefit to Stonepeak without compensation or other benefit to SP+ INFRA or Unitholders.

The sharing and use of “big data” and other information presents potential conflicts of interest and the Unitholders acknowledge and agree that any benefits received by Stonepeak or its personnel (including fees (in cash or in-kind), costs and expenses) will not be subject to the Management Fee offset provisions or otherwise shared with SP+ INFRA or Unitholders. As a result, the General Partner has an incentive to pursue Investments that have data and information that is utilized in a manner that benefits Stonepeak or Other Stonepeak Accounts.

As a result of disparate tax considerations applicable to certain investors in the Fund and Other Stonepeak Accounts, but not other investors therein, not all such investors will participate in Investments through the same investment structures and vehicles, and the securities indirectly held by such investors (or consideration ultimately distributed to such investors) may differ as a result of the foregoing, and there can be no assurance that the foregoing considerations will not impact (positively or negatively) the returns achieved by any investor, as compared to other investors. It is also possible that the Fund or the Fund’s portfolio companies will, in certain circumstances, be counterparties (such counterparties dealt with on market terms) or participants in agreements, transactions or other arrangements with a Unitholder or an Affiliate of a Unitholder (which may occur in connection with such investors or Affiliates making a capital commitment to Other Stonepeak Accounts), including with respect to one or more Investments (or types of Investments). Such transactions may include agreements to pay performance fees to operating partners in connection with the Fund’s Investment therein, which will reduce the Fund’s returns. Such Unitholders described in the previous sentences can be expected to therefore have different information about Stonepeak and the Fund than Unitholders not similarly positioned. In addition, conflicts of interest will, in certain circumstances, arise in dealing with any such Unitholders, and the General Partner and its Affiliates may be motivated to enter into agreements, transactions or arrangements with Unitholders or their Affiliates in order to secure capital commitments from investors in Other Stonepeak Accounts and may otherwise be motivated by factors other than the interest of the Fund. Moreover, there is an increasing trend in the private equity industry of fund sponsors offering liquidity to investors in existing funds through a structured secondary process where purchasing investors would, as a condition to participating in such purchase from existing investors, also make a commitment to a new fund being raised. Stonepeak could be incentivized to engage in such a process for one or more of its existing funds (or any investments therein) to the extent doing so could be expected to improve Stonepeak’s ability to raise a successor fund to such fund and to form and attract capital to existing or future Other Stonepeak Accounts (e.g., by securing an

Additionally, Stonepeak may be restricted from disclosing or may determine it is appropriate not to disclose to the Unitholders material non-public information regarding one or more specific Investments, including certain Investments in which the Fund may participate alongside Other Stonepeak Accounts, which may result in the Unitholders not receiving certain material non-public information regarding the Fund 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 the Fund has invested in or propose to invest in, the possession of such information may limit the ability of the General Partner to buy or sell particular securities of such entity on behalf of the Fund, thereby limiting the investment opportunities or exit strategies available to the Fund.

Further, Unitholders with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and / or pay different levels of expenses, e.g., based on tax savings or ownership of “blocker” or other structures used to facilitate their investments in, through or below the Fund.

The Lux Fund. The General Partner and its affiliates have established the Lux Fund for investors primarily domiciled in countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions. The Lux Fund will generally co-invest in its investments with the Fund on substantially the same terms as the Fund, unless the Investment Advisor determines in good faith that different allocations or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Fund and the Lux Fund will generally also dispose of each such Investment at the same time and on substantially the same terms at the relevant time of disposal, unless the Investment Advisor determines in good faith that different terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Unitholders should note that, as a result of legal, tax, regulatory, compliance, structuring or other considerations, the terms of the Lux Fund substantially differ from the terms of the Fund.

It is expected that subject to legal, tax, regulatory, compliance, structuring or other considerations, (i) investment-related expenses and Broken Deal Expenses will generally be allocated pro rata between the Fund and the Lux Fund based on net asset value or invested capital (or the amount proposed to be invested), as applicable, (ii) the establishment, ongoing, winding up and dissolution costs associated with any Intermediate Entity through which the Fund and the Lux Fund jointly invest will generally be allocated pro rata between the Fund and the Lux Fund based on their proportionate interests in such Intermediate Entity and (iii) each of the Fund and the Lux Fund will bear its own respective organizational and offering expenses and fund expenses (although there will be instances where Stonepeak determines that certain of such expenses are attributable to both the Fund and the Lux Fund and therefore should be borne pro rata by each such entity based on capital commitments or net asset value, as applicable). In each case of the foregoing, Stonepeak may determine to allocate such expenses in a different manner if Stonepeak determines in good faith that doing so is more equitable or appropriate under the circumstances. Because certain expenses, such as the costs of preparing and filing reports under the Exchange Act (in the case of the Fund) and the costs of preparing and filing certain necessary documents with the CSSF (in the case of the Lux Fund), will be allocated between the Fund and the Lux Fund on a non-pro rata basis, it can be expected that the net asset value and the unit price associated with each share class in the Fund and the Lux Fund will materially differ.

The voting rights of the Unitholders in the Fund and any Parallel Fund will not be aggregated with those of unitholders in the Lux Fund.

It is expected that the Fund and the Lux Fund will participate in all or substantially all of their investments through a combined investment structure using shared Intermediate Entities. Investments that are held through such combined investment structure will generally be shared pro rata between the Fund and the Lux Fund based on their proportionate interests in the Intermediate Entities that hold such investments, which will be subject to adjustment based on, among other things, subscriptions and repurchases. Stonepeak may also make adjustments to distributions, allocations and other fundings, payments or calculations to give effect to any expenses or other considerations that are specifically attributable to the Fund, any Parallel Fund and the Lux Fund. In addition, the Lux Fund may from time to time acquire interests in any Intermediate Entity from, or sell interests to, the Fund at the fair market value thereof, and vice versa, although neither the Fund nor the Lux Fund shall be under any obligation to engage in such transactions.

Notwithstanding the foregoing, the participation of the Lux Fund through a combined investment structure with shared Intermediate Entities will impose certain restrictions and limitations on the Fund. Because the Lux Fund is subject to certain legal, regulatory and other restrictions to which the Fund is not also subject (and vice versa), any such restrictions will indirectly restrict or limit the investments in which the Fund and the Lux Fund are able to participate and will impose on the Fund and the Lux Fund additional restrictions and limitations to which they would not otherwise be subject. For example, following a four-year ramp-up period, the Lux Fund is prohibited from investing more than 20% of the Lux Fund’s net asset value in any single investment. Although the Fund does not have a similar investment restriction, the Lux Fund’s restriction will be imposed on the Fund given their expected shared participation in investments. Such restrictions and limitations could prevent the Fund and / or the Lux Fund from participating in one or more Investments, or cause them to participate in such Investments to a lesser extent, as compared to what their participation would be in a separate investment structure. This could result in the Fund and / or the Lux Fund being allocated more than its / their desired amount of other Investments. The combined investment structure will generally require the Fund and the Lux Fund to exit each investment at the same time and on the same terms, and therefore could result in a fund participating in an investment for a shorter or longer period of time than it otherwise would in the absence of such structure, notwithstanding that such fund may have received a higher price had it exited such investment on its desired timeline. Accordingly, the use of the combined investment structure can be expected to materially affect the construction of the Fund’s and the Lux Fund’s portfolio and their participation in Investments therein.

Each of the Fund and the Lux Fund will be permitted to use its pro rata share of available cash at the level of the Master Aggregator, or any other Intermediate Entity through which the Fund and the Lux Fund jointly invest, to satisfy repurchase requests for the Fund and the Lux Fund, respectively. Cash balances in the Master Aggregator and other Intermediate Entities will be managed having regard to the liquidity terms of both funds as set out in their respective constitutional documents. Stonepeak can agree (without the consent of any Unitholder or the Fund’s Board or the Lux Board) that the Fund or the Lux Fund is permitted to use more than its pro rata share for a specific period or for an extended period of time. Accordingly, to the extent the Lux Fund’s pro rata share of available cash in a shared Intermediate Entity is insufficient to satisfy the Lux Fund’s repurchase requests, Stonepeak will be incentivized to cause the Lux Fund to use more than its pro rata share of such cash, which could materially reduce the amount of available cash for the Fund and, potentially, the Fund’s ability to satisfy its own repurchase requests. See “Item 1A. Risk Factors—Transfers and Liquidity” including “—No Market for Units; Restrictions on Transfers,” “—Lack of Liquidity,” “—Liquidity Requirements” and “—Illiquid and Long-Term Investments” above for more information on liquidity issues.

It should also be noted that by using a combined investment structure, incoming subscriptions to the Fund may be used to satisfy repurchase requests of the Lux Fund, and vice versa. Although this structuring increases the pool of available cash to either fund, the cash received by a Unitholder in the Fund or unitholder in the Lux Fund that tenders its units pursuant to the Repurchase Program may be treated as received pursuant to a disguised sale for U.S. federal income tax purposes.

As noted in Item 1 —Repurchase Program above, the Fund and the Lux Fund will have separate boards of directors. With respect to conflicts of interests that require an approval, consent or waiver pursuant to the terms of the governing document of the Lux Fund, (i) to the extent the Investment Advisor determines in good faith that the Fund and the Lux Fund are similarly situated with respect to such conflict, the Lux Board will agree that any consent, approval or waiver of such conflict by the Fund’s Board of Directors, if applicable, will be deemed to apply, mutatis mutandis, to the Lux Fund and (ii) to the extent the Investment Advisor determines in good faith that the Fund and the Lux Fund are not similarly situated with respect to such conflict, the approval, consent or waiver of the Lux Board

In the event that Stonepeak determines, in its sole discretion, that the Fund and the Lux Fund should not participate in a combined investment structure as outlined above and that the Fund and the Lux Fund should each participate through distinct investment structures with separate holding structures and intermediate entities, the Investment Advisor and its affiliates will be permitted to restructure each investment in which the Fund and the Lux Fund jointly participate, as well as the Intermediate Entities and any other holding vehicles or special purpose vehicles through which they invest. Stonepeak will be permitted to take any other actions that it determines are necessary or appropriate in order to effect the foregoing (and will be permitted to amend the Fund LPA to effect the foregoing without the consent of any Unitholder or the Board). However, such re-structuring could result in significant expenses, tax burdens and other consequences that materially and adversely affect each of the Fund and the Lux Fund and their investments. After giving effect to any re-structuring, it is not expected that the percentage interest of the Fund and the Lux Fund in any shared investment will be subject to further re-balancing or re-adjustment and new investment opportunities will instead be allocated in good faith and on a fair and reasonable basis, in accordance with Stonepeak’s internal allocation policy, as further described in “Allocation of Investment Opportunities” below.

SP+ INFRA will invest alongside the Lux Fund through a combined investment structure as part of the “Fund Program.” As noted above and subject to certain exceptions, (i) the Lux Fund will generally invest alongside the Fund in Investments on substantially the same terms as the Fund (including by means of investing in the relevant Intermediate Entities) and (ii) the Fund and the Lux Fund will generally dispose of each such Investment at the same time and on substantially the same terms (including by an Intermediate Entity disposing of such Investment).

However, in the event that the General Partner determines to use distinct investment structures for SP+ INFRA and the Lux Fund, they will continue to have substantially similar investment objectives and strategies and will continue to have highly overlapping investment portfolios, but will not be required to generally invest and divest in each investment at the same time and on the same terms. When using distinct investment structures, investment opportunities will be allocated between SP+ INFRA and the Lux Fund in accordance with Stonepeak’s internal allocation policy on a basis that the General Partner believes in good faith to be fair and reasonable, as further described below. As a result, certain conflicts of interest between SP+ INFRA and the Lux Fund may arise with respect to allocation determinations.

Additionally, because the Fund Program invests across Stonepeak’s platform, it is expected that its investment strategy will overlap with that of Other Stonepeak Accounts that are actively investing and similarly overlap with future Other Stonepeak Accounts. Although the Fund Program may make unique investments that are not shared by Other Stonepeak Accounts outside of the Fund Program, it is expected that many investment opportunities will be shared with Other Stonepeak Accounts to the extent such opportunities fall within the investment strategy of such Other Stonepeak Accounts and the investment strategy across the Fund Program. This overlap will from time to time create conflicts of interest, which Stonepeak and its Affiliates will seek to manage in a fair and reasonable manner in their sole discretion in accordance with their prevailing policies and procedures. Moreover, under certain circumstances, investment opportunities sourced and / or identified by Stonepeak and that fall within the Fund Program’s investment strategy and objective are expected to be allocated on a priority basis in whole or in part to portfolio companies owned by SP+ INFRA and / or the Lux Fund, Other Stonepeak Accounts, portfolio companies of Other Stonepeak Accounts, or Stonepeak.

It is expected that some activities of Stonepeak, the Other Stonepeak Accounts and their portfolio companies will compete with SP+ INFRA and the Lux Fund and their respective portfolio companies for one or more investment opportunities that are consistent with SP+ INFRA’s investment objectives, and as a result such investment opportunities may only be available on a limited basis, or not at all, to SP+ INFRA. Stonepeak may also from time to time make and hold investments of various types with or in lieu of Other Stonepeak Accounts. Although such investments could be limited or restricted by the organizational documents of or other agreements relating to Other Stonepeak Accounts, to the extent Stonepeak does make or hold such investments, many of the conflicts of interest associated with the activities of Other Stonepeak Accounts also apply to such investment activities of Stonepeak. Stonepeak and its investment personnel have conflicting loyalties in determining whether an investment opportunity should be allocated to SP+ INFRA, Stonepeak or an Other Stonepeak Account (including the Lux Fund), and these conflicts may not necessarily be resolved in favor of SP+ INFRA.

Stonepeak generally determines the relative allocation of investment opportunities between the Fund Program and Other Stonepeak Accounts on a basis that Stonepeak believes in good faith to be fair and reasonable and consistent with Stonepeak’s allocation policy (which will be updated from time to time). However, the application of the allocation policy may result in the Fund Program 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. Among the factors Stonepeak considers in making investment allocations between the Fund Program and Other Stonepeak Accounts are the following: (i) any applicable investment parameters, limitations and other terms of the Fund Program and such Other Stonepeak Accounts, (ii) the Fund Program and such Other Stonepeak Accounts having available capital with respect thereto and (iii) legal, tax, regulatory, accounting, and other considerations deemed relevant by the General Partner (including, without limitation, the specific nature, size, terms, sourcing and type of an Investment, relative investment strategies and primary investment mandates, policies, portfolio diversification concerns, contractual obligations, applicable investment limitations, relative amounts of available capital for each investment fund, source of the investment opportunity, the investment focus of each investment fund, the expected risk-return profile, the anticipated holding period, the anticipated cash yield and remaining investment periods, co-investment and co-underwriting arrangements, the extent of involvement of the respective teams of investment professionals dedicated to the Fund Program and Other Stonepeak Accounts, and other relevant considerations). It can be expected that a fair and reasonable allocation methodology for purposes of the foregoing would involve the General Partner establishing a formulaic methodology (such as a pre-determined fixed split) to allocate such opportunities between the Fund Program and one or more of such Other Stonepeak Accounts, although no such formulaic allocation methodology is required. As a result, in certain circumstances, investment opportunities that fall within the Fund Program’s investment objectives may not be presented to or pursued by SP+ INFRA, and may be allocated in whole or in part to any such Other Stonepeak Accounts. In addition, in certain circumstances certain other investment vehicles may

It is expected that directors, partners, officer, employees and other persons Affiliated with Stonepeak will invest in SP+ INFRA. As a result, any of the foregoing individuals who are involved in the investment decision-making process of SP+ INFRA will have an incentive to take actions in respect of SP+ INFRA that they would otherwise not have in the absence of such investment, including an incentive to allocate certain investment opportunities (or a greater portion of such investment opportunities) to SP+ INFRA, or on the contrary, allocate certain investment opportunities (or a greater portion of such investment opportunities) away from SP+ INFRA. Such allocation decisions may affect, potentially materially, the overall portfolio composition of SP+ INFRA, as well as the portfolios of Other Stonepeak Accounts.

In addition, the General Partner and / or its Affiliates may be incentivized to offer certain potential co-investors the opportunities to co-invest since the amount of carried interest and / or management fee to which the General Partner and / or its Affiliates are entitled under the arrangements with such co-investors with respect to such co-investor’s participation in the Other Stonepeak Accounts may depend on, among other things, the extent to which such co-investors participates in co-investments. Such incentives will from time to time give rise to conflicts of interest, and there can be no assurance that any investment opportunities that would have otherwise been offered to SP+ INFRA will be made available to SP+ INFRA. Co-investments may be offered by the General Partner on such terms and conditions (including with respect to Management Fees, carried interest and related arrangements) as the General Partner determines in its discretion on a case-by-case basis.

Stonepeak may pursue strategic investments (whether made directly or through a vehicle funded by one or more third parties (such as a special purpose acquisition company)) in businesses that Stonepeak intends to operate as part of its overall business. Such investments may be suitable for, or alternatively competitive with, SP+ INFRA. In either case, Stonepeak is permitted to allocate such investments away from SP+ INFRA to Stonepeak or such other investment vehicles.

Stonepeak may give advice and recommend assets, instruments, loans, securities or other investments to other funds or accounts managed by Stonepeak which may differ from advice given to, or assets, instruments, loans, securities or other investments recommended or bought for, SP+ INFRA, even though the investment objectives of such funds or other accounts managed by Stonepeak may be the same or similar. Because there can be extended periods of time between an investment’s signing and closing date, at times months or more, it is possible that SP+ INFRA’s or an Other Stonepeak Account’s circumstances or broader macroeconomic or other conditions may be different at closing than expected at the time of signing. Therefore, notwithstanding the application of Stonepeak’s good faith judgment as to allocation at the time a deal is signed, it is expected that there may be circumstances where allocations are adjusted between signing and closing, and such adjustments may be material, and could include allocating either more or less than anticipated to SP+ INFRA and / or Other Stonepeak Accounts. Furthermore, in certain situations the Investment Advisor has in the past deferred, and in the future expects to defer, making a final

Other Stonepeak Accounts will not be required to take any action or withhold from taking any action to mitigate losses by SP+ INFRA in such a scenario. It may be the case where such actual or potential conflicts of interest arise that Stonepeak’s financial incentives (including because of potentially disparate financial interests in each of the funds, vehicles or accounts) will be in favor of the Other Stonepeak Accounts and not SP+ INFRA. For example, in a bankruptcy proceeding, in circumstances where SP+ INFRA holds an equity investment in a portfolio company, the holders of such portfolio company’s debt instruments (which may include one or more Other Stonepeak Accounts) may take actions for their benefit (particularly in circumstances where such portfolio company faces financial difficulties or distress) that subordinate or adversely impact the value of SP+ INFRA’s investment in such portfolio company.

Additionally, conflicts might also arise, for example, in connection with SP+ INFRA’s provision of additional capital necessary to support positions taken by Other Stonepeak Accounts, for example, if a portfolio company in which an Other Stonepeak Account also holds an interest requires financing to finance growth or other opportunities or as a result of financial or other difficulties. If such Other Stonepeak Account had the potential to incur a loss on its investment as a result of such difficulties, the General Partner’s and / or the Investment Advisor’s ability to recommend actions in the best interests of SP+ INFRA might be impaired. If SP+ INFRA were to provide such capital there is a risk that such financing may be done on such terms and in such amounts that do not favor SP+ INFRA or may adversely impact SP+ INFRA to the benefit of an Other Stonepeak Account. There is no assurance that the General Partner and / or the Investment Advisor will determine to resolve these conflicts in a manner that will not have an adverse impact on SP+ INFRA or that the returns to SP+ INFRA would be equal to and not less than SP+ INFRA would have achieved if such conflict did not occur.

In order to seek to mitigate these conflicts, Stonepeak has adopted certain requirements, policies and procedures, including restrictions on an Other Stonepeak Account’s ability to invest in debt securities or instruments where an Other Stonepeak Account holds equity voting securities, or securities convertible into voting securities above a specified percentage, as well as restrictions on such Other Stonepeak Account’s ability to act as lead arranger in such circumstances, and rules around such Other Stonepeak Account’s ability to vote in connection with its ownership of such debt instruments.

However, such policies and procedures may not be sufficient to mitigate conflicts or applicable in certain circumstances, and the General Partner’s ability to act in the best interests of SP+ INFRA might be impaired by conflicting duties to an Other Stonepeak Account. The General Partner and its Affiliates may also seek to address conflicts by adopting additional policies and procedures in the future, which may include but are not limited to, limiting investments by SP+ INFRA which produce such conflicts, requiring at least one unaffiliated lender to hold a majority or larger piece of any tranche in which SP+ INFRA invests where such conflict exists, limiting exercise of voting or consent rights or determining to vote consistent with certain third parties, limiting roles on creditor committees, implementing procedures designed to ensure that the team managing the investments of SP+ INFRA make determinations independent from that of Other Stonepeak Accounts, or other similar procedures determined in the judgment of the General Partner and / or the Investment Advisor. There can be no assurance that any conflict will be resolved in favor of SP+ INFRA or that the return on SP+ INFRA’s investment will be equivalent to or better than the returns obtained by Other Stonepeak Accounts participating in the transaction.

Furthermore, the involvement of Stonepeak personnel at both the equity and debt levels through SP+ INFRA and one or more Other Stonepeak Accounts could inhibit strategic information exchanges among fellow creditors. In certain circumstances, SP+ INFRA and / or Other Stonepeak Accounts may be prohibited from exercising voting or other rights, or required to vote consistent with a third party administrative agent, and may be subject to claims by other creditors with respect to the subordination of their interest.

Certain Other Stonepeak Accounts, and Stonepeak and / or its Affiliates and personnel, have in the past invested and may in the future invest, in bank debt and securities of companies in which Stonepeak, its Affiliates, Other Stonepeak Accounts or certain personnel and employees of Stonepeak (including former personnel) hold interests or securities, including equity securities; such bank debt and securities may be senior in the capital structure to investments of SP+ INFRA and actions that are taken that may be adverse to equity holders or subordinated debtholders could benefit those with more senior positions, thus creating a potential conflict of interest. Additional conflicts may also exist in such a situation, for example, where the size of an investment in SP+ INFRA is sizably larger or smaller than that of an Other Stonepeak Account (in which case Stonepeak may have different economic incentives toward one fund, vehicle and / or account relative to the other). These conflicts related to fiduciary duties to such Other Stonepeak Accounts will not necessarily be resolved in favor of SP+ INFRA, and Unitholders may not be entitled to receive notice or disclosure of the occurrence of these conflicts.

At times, a transaction counterparty will, in certain circumstances, require facing only one fund entity, which can be expected to result in (i) if the Fund is a direct counterparty to a transaction, the Fund being solely liable with respect to its own share as well as Other Stonepeak Accounts’ shares of any applicable obligations, or (ii) if the Fund is not the direct counterparty, the Fund having a contribution obligation to the relevant Other Stonepeak Accounts. See also “—Holding Entities and Tracking Interests” herein. Alternatively, a counterparty may agree to face multiple funds, which could result in the Fund being jointly and severally liable alongside Other Stonepeak Accounts for the full amount of the applicable obligations. In cases in which the Fund could be responsible for the liability of an Other Stonepeak Account, or vice versa, the applicable parties would generally enter into a back-to-back or other similar contribution or reimbursement agreement.

Likewise, for certain Investment-related hedging transactions, it can be expected to be advantageous for counterparties to trade solely with the Fund (or any relevant Parallel Fund). For these transactions, it is anticipated that the Fund (or any relevant Parallel Fund) would then enter into back-to-back trade confirmations with deal-specific aggregators as well as guarantees, keepwells or other similar arrangements with such relevant Parallel Fund or Other Stonepeak Accounts. The party owing under such an arrangement may not have resources to pay its liability, however, in which case the other party will bear more than it’s pro rata share of the relevant loss. In certain circumstances where SP+ INFRA participates in an Investment alongside any Other Stonepeak Account (including the Lux Fund or any co-investment vehicle), SP+ INFRA may bear more than its pro rata share of relevant expenses related to such Investment, including, but not limited to, as the result of such Other Stonepeak Account’s insufficient reserves or inability to call capital contributions to cover expenses. It is not expected that SP+ INFRA or Other Stonepeak Accounts will be compensated for agreeing to be primarily liable vis-à-vis a third-party counterparty. Moreover, in connection with the divestment of all or part of an Investment (e.g., an initial public offering) and / or the wind-down of an Investment, Stonepeak will seek to track the ownership interests, liabilities and obligations of SP+ INFRA and any Other Stonepeak Accounts owning an interest in the portfolio company comprising such operating business, but it is possible that SP+ INFRA and applicable Other Stonepeak Accounts will, in certain circumstances, incur shared, disproportionate or crossed liabilities. Furthermore, depending on various factors including the relative assets, expiration dates, investment objectives and return profiles of each of SP+ INFRA and such Other Stonepeak Accounts, it is possible that one or more of them will have greater exposure to legal claims and that they will have conflicting goals with respect to the price, timing and manner of disposition opportunities. Finally, in certain circumstances, if SP+ INFRA is participating in an investment alongside an Other Stonepeak Account (including a co-investment vehicle), SP+ INFRA could also bear more than it’s pro rata share of expenses relating to such investment if such Other Stonepeak Account does not have resources to bear such expenses (including, but not limited to, as a result of insufficient reserves and / or the inability to call capital contributions to cover such expenses).

Moreover, in connection with seeking financing or refinancing of portfolio companies and their assets, it may be the case that better financing terms are available when more than one portfolio company provides collateral, particularly in circumstances where the assets of each portfolio company are similar in nature. As such, rather than seeking such financing or refinancing on its own, a portfolio company of SP+ INFRA may enter into cross collateralization arrangements with another portfolio company of SP+ INFRA or portfolio companies of one or more Other Stonepeak Accounts. While Stonepeak would expect any such financing arrangements to generally be non-recourse to SP+ INFRA and the Other Stonepeak Accounts, as a result of any cross-collateralization, SP+ INFRA could also lose its interests in otherwise performing investments due to poorly performing or non-performing Investments of the Other Stonepeak Accounts.

Debt financing to SP+ INFRA and its portfolio companies may be expected to be provided, from time to time, by Unitholders and / or their Affiliates, Other Stonepeak Accounts and investors therein, their portfolio companies

Stonepeak could cause actions adverse to SP+ INFRA to be taken for the benefit of Other Stonepeak Accounts that have made an investment more senior in the capital structure of a portfolio company than SP+ INFRA (e.g., provide financing to a portfolio company, the equity of which is owned by SP+ INFRA) and, vice versa, actions will, in certain circumstances, be taken for the benefit of SP+ INFRA and its portfolio company that are adverse to Other Stonepeak Accounts. Stonepeak could seek to implement procedures to mitigate conflicts of interest in these situations such as (i) a forbearance of rights, including some or all non-economic rights, by SP+ INFRA or relevant Other Stonepeak Accounts (or their respective portfolio companies, as the case may be) by, for example, causing such Other Stonepeak Account to decline to exercise certain control- and / or foreclosure-related rights with respect to a portfolio company by agreeing to follow the vote of a third party in the same tranche of the capital structure, or otherwise deciding to recuse itself with respect to both normal course ongoing matters (such as consent rights with respect to loan modifications in intercreditor agreements) and also decisions on defaults, foreclosures, workouts, restructurings and other similar matters, (ii) causing SP+ INFRA or relevant Other Stonepeak Account (or their respective portfolio companies, as the case may be) to hold only a non-controlling interest in any such portfolio company, (iii) retaining a third-party loan servicer, administrative agent or other agent to make decisions on behalf of SP+ INFRA or relevant Other Stonepeak Account (or their respective portfolio companies, as the case may be), or (iv) create groups of personnel within Stonepeak separated by information barriers (which can be expected to be temporary and limited purpose in nature), each of which would advise one of the clients that has a conflicting position with other clients. As an example, to the extent an Other Stonepeak Account holds an interest in a loan or security that is different (including with respect to relative seniority) than those held by SP+ INFRA or its portfolio companies, Stonepeak may decline to exercise, or delegate to a third party, certain control, foreclosure and other similar governance rights of the Other Stonepeak Account. In these cases, Stonepeak would generally act on behalf of one of its clients, though the other client would generally retain certain control rights, such as the right to consent to certain actions taken by the trustee or administrative or other agent of the Investment, including a release, waiver, forgiveness or reduction of any claim for principal or interest; extension of maturity date or due date of any payment of any principal or interest; release or substitution of any material collateral; release, waiver, termination or

In connection with negotiating loans and bank financings in respect of Stonepeak-sponsored transactions, Stonepeak may have the right to participate (for its own account or on behalf of an Other Stonepeak Account) in a portion of the financings with respect to such Stonepeak-sponsored transactions on the same terms negotiated by third parties with Stonepeak or other terms Stonepeak determines to be consistent with the market. Although Stonepeak could rely on third parties to verify market terms, Stonepeak may nonetheless have influence on such third parties. No assurance can be given that negotiating with a third party, or verification of market terms by a third party, will ensure that SP+ INFRA and its portfolio companies receive market terms.

Investments to finance follow-on investments may present conflicts of interest, including in relation to the terms of any new financing as well as the allocation of the investment opportunity in the case of follow-on investments by an Other Stonepeak Account in a portfolio company in which another Other Stonepeak Account has previously invested. There may be instances where SP+ INFRA is not able to make a follow-on investment, for example and without limitation, if there is insufficient capital in SP+ INFRA. In such instances, an Other Stonepeak Account, including a successor fund to SP+ INFRA, may invest in the same portfolio company in which SP+ INFRA has or is already invested. Circumstances may arise where a prior Other Stonepeak Account has uncalled or excess capital remaining near the end of its targeted commitment period. In such circumstances, it is possible that such Other Stonepeak Account may participate in a future investment alongside SP+ INFRA. In addition, SP+ INFRA may participate in re-levering and recapitalization transactions involving a portfolio company in which an Other Stonepeak Account has already invested or will invest. Conflicts of interest may arise regarding whether a subsequent loan is supporting earlier investments by Other Stonepeak Accounts, as to determinations of, to the extent existing investors are being cashed out, whether they are being cashed out at a price that is higher or lower than market value, and whether new investors are paying too high or too low a price with terms that are more or less favorable than the prevailing market terms, or whether, if SP+ INFRA and an Other Stonepeak Account will be invested simultaneously, one Fund has structural priority over another in a manner that could cause Stonepeak to be conflicted. Follow-on opportunities where multiple Stonepeak funds, vehicles and / or accounts have invested (either at the same or different times) will be allocated in a manner consistent with the applicable governing agreements of such Stonepeak funds, vehicles and / or accounts, relevant policies, and / or associated disclosures and such allocations are likely to present potential conflicts that could be resolved in a manner that does not favor SP+ INFRA.

In certain circumstances, SP+ INFRA may be required to commit funds necessary for an Investment prior to the time that all anticipated debt (senior and / or mezzanine) financing has been secured. In such circumstance, an Other Stonepeak Account and / or Stonepeak itself (using, in whole or in part, its own balance sheet capital), may provide bridge or other short-term financing and / or commitments, which at the time of establishment are intended to be replaced and / or syndicated with longer-term financing. Such bridge financing and / or commitment would not be considered “co-investment” under the Fund LPA and would be sold down ahead of equity invested by SP+ INFRA. Similarly, SP+ INFRA and / or Other Stonepeak Accounts may seek to originate or initially acquire Investments (including all or part of the relevant tranche of securities) for the purpose of syndicating a portion thereof to one or more Other Stonepeak Accounts, co-investors or third parties. The terms of any such acquisition and syndication will be determined by the General Partner in its sole discretion, and may involve SP+ INFRA or Other Stonepeak Account initially acquiring all or substantially all of an instrument or relevant tranche or class of securities with a view towards syndication. In any such circumstance, third parties may not be available for purposes of mitigating any potential conflicts of interest (as described above) and the Other Stonepeak Account and / or Stonepeak itself may receive compensation for providing such financing and / or commitment (including ticking or commitment fees), which fees will not be shared with and / or otherwise result in an offset of Management Fees payable by any Unitholder. The conflicts applicable to Other Stonepeak Accounts who invest in different securities of portfolio companies will apply equally to Stonepeak itself in such situations. See also “—Syndication” above. In addition, conflicts can also be expected to arise in determining the amount of an investment, if any, to be allocated among potential investors and the respective terms thereof.

In addition, it is anticipated that in a bankruptcy proceeding SP+ INFRA’s interests will likely be subordinated or otherwise adverse to the interests of Other Stonepeak Accounts with ownership positions that are more senior to

Although Other Stonepeak Accounts may provide financing to SP+ INFRA and / or its portfolio companies, there can be no assurance that any Other Stonepeak Accounts will indeed provide any such financing with respect to any particular Investment. Participation by Other Stonepeak Accounts in some but not all financings of SP+ INFRA and its portfolio companies may adversely impact the ability of SP+ INFRA and its portfolio companies to obtain financing from third parties when Other Stonepeak Accounts do not participate, as it may serve as a negative signal to market participants.

Any financing provided by a Unitholder or an Affiliate to SP+ INFRA or a portfolio company is not a capital contribution to SP+ INFRA and does not reduce the subscription amount of such Unitholder. To the extent any Unitholder (or unitholder in any Other Stonepeak Account) or any of its Affiliates provides debt financing to SP+ INFRA or its portfolio companies, it will not be considered a “co-investment” and any applicable covenants regarding co-investments in the Fund LPA do not apply.

In addition to the foregoing, it should be noted that SP+ INFRA’s investments are expected to include investments in infrastructure and infrastructure-related projects, businesses and assets, and may also include real estate, real-estate adjacent investment opportunities, renewable energy and energy transition, and infrastructure credit opportunities. SP+ INFRA may also hold a direct or indirect interest (or synthetic interest) in the firm and the general partners of SP+ INFRA and Other Stonepeak Accounts. In addition, certain of SP+ INFRA’s Direct Investments may generally differ from previous investments made by Other Stonepeak Accounts in other respects, including, without limitation, because certain Direct Investments may have different target holding periods, may be at a different stage of growth than Other Stonepeak Accounts’ investments typically have been, and may be larger or smaller than investments targeted by Other Stonepeak Accounts. Accordingly, investors should draw no conclusions from the prior experience of the investment professionals or the performance of any other Stonepeak investments or funds and should not expect to achieve similar returns.

Role of Investment Professionals. The success of SP+ INFRA will depend, in large part, upon the skill, expertise and ability of the personnel and investment professionals of the General Partner, Investment Advisor and their respective Affiliates to develop and implement investment strategies that achieve SP+ INFRA’s objectives. There can be no assurance that the Stonepeak professionals will continue to be employed by the Investment Advisor throughout the life of SP+ INFRA. In the event of the death, disability or departure of key personnel of the General Partner, Investment Advisor or their respective Affiliates, the business and the performance of SP+ INFRA may be adversely affected. The interests of these professionals in the General Partner and the Investment Advisor, and the vesting and potential forfeiture terms to which their interests are subject, are intended to serve as a disincentive to withdraw from participation in SP+ INFRA’s investment activities. However, there is ever-increasing competition among alternative asset management firms, financial institutions, private equity firms, financial sponsors, investment advisors, investment managers and other industry participants for hiring and retaining qualified investment professionals, and there can be no assurance that such professionals will continue to be associated with Stonepeak, the General Partner, the Investment Advisor or their respective Affiliates throughout the life of SP+ INFRA or that any replacements will perform well.

Certain of the senior and other professionals involved in Other Stonepeak Accounts are not expected to and will not be part of the investment team working on SP+ INFRA. In addition, members of the investment team involved with SP+ INFRA (including key management personnel) are also members of investment teams associated with Other Stonepeak Accounts and will continue to serve in those roles (which roles and responsibilities within the firm may continue to expand as the firm evolves) and, as a result, not all of their business time will be devoted to the Fund (and any Parallel Funds and their related vehicles that invest alongside therewith) and they will be responsible for the day-to-day activities and investments of Other Stonepeak Accounts, will work on other projects for Stonepeak or have other roles within Stonepeak and / or its portfolio companies, which will reduce the amount of their time and attention being allocated to SP+ INFRA, and their dedication of a substantial portion of their time and attention being allocated to other matters, aside from SP+ INFRA, and the ability of the members of the investment team to access other professionals and resources within Stonepeak for the benefit of SP+ INFRA may be limited. In addition, certain investment professionals that were previously involved in the investment program of Other Stonepeak Accounts will not be involved (or as actively involved) in the business and affairs of SP+ INFRA. See “—Allocation of Personnel” discussed below.

In addition, members of the investment and operating teams may and likely will work on other projects for Stonepeak and its Affiliates outside of SP+ INFRA, including but not limited to, projects for Other Stonepeak Accounts. Also Stonepeak may in the future consider new strategies, including but not limited to, extensions of its current platforms. The Investment Committee of SP+ INFRA and personnel involved in SP+ INFRA’s investment activities will also, as a general matter, spend their business time and attention on Other Stonepeak Accounts and investment opportunities that do not fall within the investment objectives of SP+ INFRA, and this will result in competing demands on the time and attention of these professionals as between SP+ INFRA and such Other Stonepeak Accounts. The members of the Investment Committee currently serve, and will likely serve in the future, on the investment committees of Other Stonepeak Accounts, and each such member is expected to make the activities of such Other Stonepeak Accounts his or her primary business activity. Conflicts of interest are likely to arise in allocating time, services or functions, as well as investment opportunities and there can be no assurances that the foregoing will not adversely impact SP+ INFRA and / or its Investments.

Each Investment of SP+ INFRA will be approved by the Investment Committee. If Stonepeak’s investment professionals cannot agree on any aspects of decisions with respect to SP+ INFRA and its actual or potential Investments, the investment results of SP+ INFRA may be adversely impacted. Conflicts of interest may arise in allocating management time, services or functions, and the ability of the General Partner, the Investment Advisor and the members of the investment team involved with SP+ INFRA to access other professionals and resources within Stonepeak for the benefit of SP+ INFRA as described in this Registration Statement may be limited. Such access may also be limited by the internal compliance policies of Stonepeak or other legal or business considerations, including those constraints generally discussed herein.

A purchaser of Units must rely upon the ability of the General Partner and the Investment Advisor to identify structure and implement Investments consistent with SP+ INFRA’s investment objectives and policies. The General Partner and the Investment Advisor may be unable to find a sufficient number of attractive opportunities to meet SP+ INFRA’s investment objectives. The success of SP+ INFRA will depend on the ability of the General Partner and the Investment Advisor to identify suitable Investments, to negotiate and arrange the closing of appropriate transactions, and to arrange the timely disposition of Investments, which may result in SP+ INFRA failing to find a sufficient number of suitable attractive opportunities that meet SP+ INFRA’s investment objectives. No potential investor who is unwilling to entrust all aspects of the management of SP+ INFRA to the General Partner should invest in SP+ INFRA. In addition, in circumstances where Other Stonepeak Accounts are involved, there may be matters that require approval of limited partners or a limited partner advisory committee of such Other Stonepeak Account and therefore their actions could thereby affect SP+ INFRA.

By subscribing for Units in SP+ INFRA, a prospective Unitholder represents that it is familiar with and understands the terms, risks and merits of an investment in SP+ INFRA, that it has such knowledge and experience in financial and business matters generally and that it is capable of evaluating the merits and risks of an investment in SP+ INFRA. In addition, it will be required to stipulate in its Subscription Agreement that it has not relied upon SP+ INFRA, a Placement Agent (as defined below), the General Partner, the Investment Advisor or any of their respective Affiliates for tax or legal advice, that it has relied on its own adviser(s) with respect to the tax and other legal aspects of an investment in the interests and that it has not relied upon any information about SP+ INFRA other than this Registration Statement, the Fund LPA, and the Subscription Agreement. The Subscription Agreement contains other representations, warranties, and covenants that Unitholders will be required to make, and SP+ INFRA may impose suitability requirements in addition to those listed above. The General Partner may waive or modify any of SP+ INFRA’s suitability requirements in its discretion.

SP+ INFRA size may not be sufficiently large to meet the opportunity set. The size of SP+ INFRA may be too small to enable SP+ INFRA to invest in the opportunities that Stonepeak finds.

We were organized on April 29, 2024 as a limited partnership under the laws of the State of Delaware. We are a private fund exempt from registration under Section 3(c)(7) of the 1940 Act. We are considered an investment company under U.S. GAAP and follow the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946.

We plan to generate revenues primarily from our investments, including dividends, distributions and capital appreciation on our Direct Investments, Secondary Investments and Primary Commitments. To a lesser extent, we also plan to generate revenue in the form of interest income from our investments in Debt and Other Securities, which may be used to generate income, facilitate capital deployment and provide a potential source of liquidity.

For a discussion of the compensation of the Investment Advisor, see “Item 1(c). Description of Business—Compensation of the Investment Advisor and the General Partner” above.

Certain financial intermediaries may charge investors upfront selling commissions, placement fees, subscription fees or similar fees (“Subscription Fees”) of up to (i) 1.5% of the NAV on Classes D-1 and D-2 Units and (ii) 3.5% of the NAV on Classes S-1 and S-2 Units sold in the offering. In certain circumstances, the Subscription Fees may be paid to Stonepeak and reallocated, in whole or in part, to the financial intermediary that placed the applicable Unitholder into the Fund. For the avoidance of doubt, Subscription Fees shall be paid by the applicable Unitholder outside of its investment in the Fund and will not impact the Fund’s NAV.

No Subscription Fees will be paid with respect to Class A-1, F-1, F-2, F-3, F-4, I-1, I-2 and X Units, or any Units issued pursuant to the Fund’s distribution reinvestment plan.

Each of the Class A-1 Units, Class D-1 Units, Class D-2 Units, Class S-1 Units, and Class S-2 Units are expected to bear a monthly servicing fee (“Servicing Fee”), in an amount equal (on an annualized basis) to 0.50% with respect to Class A-1 Units, 0.25% with respect to Class D-1 Units and Class D-2 Units, and 0.85% with respect to Class S-1 Units and Class S-2 Units, of the NAV of such Class A-1 Units, Class D-1 Units, Class D-2 Units, Class S-1 Units and Class S-2 Units, as applicable, of each month. The Servicing Fee will be calculated based on NAV as of the end of each month before giving effect to any accruals for the Servicing Fee, repurchases, if any, for the applicable month and distributions payable on such Units. For the avoidance of doubt, the Servicing Fees will be payable by the Fund, and Unitholders will not be billed separately for payment of the fees.

The Investment Advisor remits payment of the ongoing Servicing Fees on behalf of the Fund and is reimbursed by the Fund for such payments.

The Servicing Fee is allocated to a Unitholder’s representative at the financial intermediary through which such Unitholder was placed in the Fund. Any amounts allocated in accordance with the foregoing sentence will compensate such representative for reporting, administrative and other services provided to a Unitholder by such representative. The receipt of the Servicing Fee by a Unitholder’s representative will result in a conflict of interest.

The Investment Advisor will advance all of the Fund’s organizational and offering expenses on the Fund’s behalf (including legal, accounting, advertising, printing, mailing, subscription processing and filing fees and expenses, due diligence expenses of participating placement agents or financial intermediaries (including third-party marketing material compliance reviews), capital raising expenses, costs in connection with preparing sales materials, design and website expenses, fees and expenses of each entity (including, as applicable, transfer agent, administrator and

The Fund shall bear and be charged with all costs and expenses of its operations other than compensation of the General Partner’s and the Investment Advisor’s investment professionals for providing investment advisory services to the Fund (such costs and expenses, the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Advisor or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation:

SP+ INFRA may pay or otherwise bear carried interest, management fees and / or other incentive compensation in connection with Secondary Investments in Third-Party Pooled Investment Vehicles (but not Secondary Investments in Other Stonepeak Accounts). SP+ INFRA will not be reimbursed for any such fees paid to the managers of underlying funds in respect of such Secondary Investments (i.e., there will be “double fees” involved in making such investments which would not arise if the Unitholder were to invest in the underlying fund directly, because the Investment Advisor and its Affiliates will receive fees with respect to the management of SP+ INFRA, on the one hand, and the underlying fund manager will receive additional fees with respect to the management of such underlying fund, on the other hand), which will increase the amount of expenses borne by SP+ INFRA (and indirectly by Unitholders) and reduce returns. With respect to SP+ INFRA’s Primary Commitments to and Secondary Investments in Other Stonepeak Accounts, SP+ INFRA will not pay or otherwise bear carried interest, management fees or other incentive compensation in connection with its investments in such Other Stonepeak Accounts.

SP+ INFRA will indirectly bear other expenses in connection with an Investment in or alongside an Other Stonepeak Account and/or Stonepeak, including any investment-related expenses and expenses paid to Affiliates of Stonepeak, administrative expenses and other Fund Expenses as applicable to such Other Stonepeak Account and Stonepeak (to the extent applicable).

To the extent the Management Fee and / or the Performance Participation Allocation may apply at the level of the Fund or any Intermediate Entity, Unitholders will only bear such Management Fee and / or Performance Participation Allocation by the Investment Advisor or General Partner once.

The Investment Advisor may, in its discretion, advance all or a portion of the Fund Expenses (excluding Organizational and Offering Expenses) to be borne by the Fund and the appropriately apportioned expenses relating to the Fund’s portfolio companies, the Feeder Fund, Parallel Funds and / or Intermediate Entities to the extent not paid by such portfolio companies, the Feeder Fund, Parallel Funds and / or Intermediate Entities, in each case as determined pursuant to the terms of the Fund LPA (collectively, “Initial Fund Expenses Support”) through the first anniversary of the Initial Closing Date. The Investment Advisor may advance in its discretion all or portion of the Fund’s Initial Fund Expenses Support on the Fund’s behalf through the first anniversary of the Initial Closing Date. The Fund will reimburse the Investment Advisor for such advanced Initial Fund Expenses Support each month by no later than the date that is sixty (60) months after the first anniversary of the Initial Closing Date, unless, upon request by the Investment Advisor, the Board agrees for the Fund to reimburse the Investment Advisor non-ratably for any month. The Investment Advisor will determine the portion of Initial Fund Expenses Support that is attributable to the Fund or any portfolio entity, Feeder Fund, Parallel Fund and / or Intermediate Entity in its sole discretion.

The General Partner or any other entity so designated by the General Partner (the “Recipient”) will be entitled to an allocation or distribution (the “Performance Participation Allocation”) by the Fund (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to:

The Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation.

The Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Fund or any Parallel Fund and / or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the Recipient’s request and will be subject to the volume limitations of the Repurchase Program but not the early repurchase deduction of the Repurchase Program. Each of the Fund, the Feeder Fund and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Lower Funds.

“Total Return” for any period since the end of the prior Reference Period (as defined below) shall equal the sum of:

For the avoidance of doubt, the calculation of Total Return will (A) include any appreciation or depreciation in the NAV of Units of the Lower Funds issued during the then-current Reference Period, (B) treat certain taxes incurred (directly or indirectly) by the Fund which relate to a Unitholder as part of the distributions accrued or paid on Units and (C) exclude, where applicable, any impact to Total Return solely caused by currency fluctuations and / or currency hedging activities and costs.

“Hurdle Amount” for any period during a Reference Period means that amount that results in a 5% annualized internal rate of return on the NAV of Units of the Lower Funds outstanding at the beginning of the then-current Reference Period and all Units of the Lower Funds issued since the beginning of the then-current Reference Period, calculated in accordance with recognized industry practices and taking into account: (i) the timing and amount of all distributions accrued or paid (without duplication) on all such Units of the Lower Funds; and (ii) all issuances of Units of the Lower Funds over the period. The ending NAV of Units of the Lower Funds used in calculating internal rate of return will be calculated as at the end of the relevant period before giving effect to any allocation/accrual to the Performance Participation Allocation and applicable Servicing Fees and without taking into account any accrued and unpaid taxes of any Intermediate Entity (or the receipts of such Intermediate Entity) through which the Fund indirectly invests in an investment or any comparable entities of any Other Stonepeak Account or taxes paid by any such Intermediate Entity since the end of the prior Reference Period. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Units of the Lower Funds repurchased during such period, which Units will be subject to the Performance Participation Allocation upon repurchase as described above.

Except as described in “Loss Carryforward Amount” below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.

Except as noted below with respect to a Quarterly Shortfall (as defined below), the Recipient will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Fund.

For the avoidance of doubt and notwithstanding anything to the contrary herein, (I) the Performance Participation Allocation shall be calculated separately with respect to each Class taking into account only the Units in the relevant Class (and all references herein to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (II) the Recipient shall not be entitled to the Performance Participation Allocation with respect to the Class X Units or any other class of Units that is not subject to the Performance Participation Allocation. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Units of the Lower Funds redeemed during the applicable Reference Period, which Units will be subject to the Performance Participation Allocation upon repurchase as described above. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Performance Participation Allocation. This is referred to as a high water mark.

After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the Recipient will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the Recipient is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year, the Recipient is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount

Any Quarterly Shortfall Obligation that is owed to the Fund as of a Valuation Date (even if not required to be paid until a future date) will be reflected in the Fund’s NAV. For example, if an investor participates in a repurchase offer with a June 30 Valuation Date, such investor would be entitled to the benefit of any Quarterly Shortfall Obligation owed as of June 30 whether or not such obligation has yet been paid. Because of this, investors are not impacted by the timing of the repayment of the Quarterly Shortfall Obligation even though the Recipient has up to four years to make this payment (in the unlikely event that such obligation is not first met by offsetting future Performance Participation Allocations). Interest will accrue on the Quarterly Shortfall Obligation while it remains outstanding and such interest obligation would also be included in the Fund’s NAV.

The Fund may, but is not obliged to, engage in hedging transactions for the purpose of efficient portfolio management. The Investment Advisor may review the hedging policy of the Fund from time to time depending on movements and projected movements of the relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Fund at the relevant time.

We have not yet commenced commercial activities. On [    ], 2024, [an affiliate of the Investment Advisor] purchased [    ] Units of the Fund at a price of $25.00 per Unit as our initial capital. As of [    ], 2024, [an affiliate of the Investment Advisor] was our only Unitholder.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities.

Our primary use of cash will be for (i) making alternative infrastructure and infrastructure related investments, (ii) the cost of operations (including the Management Fee and Performance Participation Allocation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Repurchase Program (as described herein), and (v) cash distributions to the holders of our Units.

We will be subject to financial market risks, including changes in fair values and interest rates. We plan to invest primarily in alternative infrastructure and infrastructure related investments. Many of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board in accordance with the Fund’s valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. See “Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Unitholder Matters—Calculation of Net Asset Value.”

See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for a description of certain transactions and relationships with related parties.

Our corporate headquarters are located at 550 W 34^th Street, 48^th Floor, New York, NY, 10001 and are provided by the General Partner and the Investment Advisor. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

The following table sets out certain ownership information with respect to our Units for each of our directors and executive officers and all directors and officers as a group. None of our Classes of Units have voting power.

Overall responsibility for the Fund’s oversight rests with the General Partner, subject to certain oversight rights held by the Board of Directors. The Board is responsible for overseeing our periodic reports under the Exchange Act and certain conflicts of interest related to Stonepeak in accordance with the provisions of the Fund LPA and any policies of the General Partner. Approval of the Independent Directors is required for (a) the suspension of (x) the calculation of the NAV of the Units, or (y) the Repurchase Program, (b) any material modification to (x) the Fund’s valuation policy and (y) the Repurchase Program and (c) the fair valuation of any Direct Investment that the General Partner has determined to value outside of the applicable range provided by the Fund’s independent valuation advisor.

Our Board is expected to consist of      members,      of whom will be Independent Directors and the General Partner may appoint additional directors to the Board from time to time. Our General Partner elects the Fund’s executive officers, who serve at the discretion of the General Partner.

Information regarding the Board of Directors and executive officers are set forth below:

Each director will hold office until his or her death, resignation, removal or disqualification. The address for each of our directors is c/o Stonepeak-Plus Infrastructure Fund Advisors LLC, 550 W 34th Street, 48th Floor, New York, NY, 10001.

Each officer holds office at the pleasure of the General Partner until his or her successor is duly appointed and qualified.

Our directors have been divided into two groups — Independent Directors and Non-Independent Directors. The status of an Independent Director under the Fund LPA is determined consistent with the independence tests set out in Rule 303A.02 of the New York Stock Exchange Listed Company Manual or other standards determined by the General Partner.

[•]

[•]

Overall responsibility for our oversight rests with the General Partner, subject to certain oversight rights held by the Board. We will enter into the Investment Advisory Agreement pursuant to which the Investment Advisor, an affiliate of the General Partner, will manage the Fund on a day-to-day basis. The Board is expected to be composed of [    ] members, [    ] of whom will be Independent Directors. As described below, the Board will establish an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board and the General Partner in fulfilling their oversight responsibilities. See “Item 11. Description of Registrant’s Securities to be Registered—Delaware Law and Certain Provisions of the Fund LPA—Amendment to the Fund LPA.”

The Audit Committee is composed of [    ,     ], and [    ], each of whom is an Independent Director. [    ] serves as Chair of the Audit Committee. Our Board determined that [    ] is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act.

The General Partner may appoint additional directors to the Board and the Audit Committee from time to time; provided that the appointment of new Independent Directors as a result of a vacancy (regardless of how the vacancy was created) will require approval by the Board of Directors, including a majority of the remaining Independent Directors.

In accordance with its written charter, to be adopted by the Board, the Audit Committee is responsible for overseeing:(i) the quality and integrity of the Fund’s financial statements and internal controls; (ii) the Fund’s compliance with legal and regulatory requirements; (iii) the Fund’s risk profile related to operations and financial reporting; and (iv) the qualification, performance and independence of the registered public accounting firm employed by the Fund.

The Fund’s Valuation Committee (“Valuation Committee”) is expected to be comprised of the Investment Committee, Stonepeak’s Chief Financial Officer, and the Head of Business Development / Chief Administration Officer. The Valuation Committee will be tasked with reviewing, challenging and approving the valuations applied to the assets of the Fund. The Fund’s Valuation Committee meetings are also expected to be attended, on a non-voting basis, by others at Stonepeak, including members of the legal and compliance, finance and operations teams. The Fund is subject to its Valuation Policy and valuation appendix and Stonepeak’s valuation guidelines. The independent valuations will be taken into account by the General Partner in determining the fair market value of each asset.

The Investment Committee process involves a thorough discussion and vigorous debate of issues. Its main tasks include the making of any decisions relating to investment and divestment by the Fund. Investment Committee discussions provide a forum for candid and thoughtful discussion which includes feedback from the firm’s investment professionals, finance, legal and compliance, investor relations and sustainability teams.

The SP+ INFRA Investment Committee process emphasizes a consensus-based approach to decision-making among the members and is the same process that Stonepeak has adopted since inception. In addition, SP+ INFRA will benefit from the breadth of the entire Stonepeak Platform, including the various acquisition, asset management, portfolio operations, finance, investor relations, and legal and compliance professionals located around the globe. These resources provide valuable real-time, proprietary market data that are expected to enable Stonepeak to identify and act on market conditions and trends more rapidly than competitors and target specific themes with conviction.

The SP+ INFRA Investment Committee is comprised of some of the most senior and experienced professionals at Stonepeak, including Michael Dorrell, Jack Howell, Luke Taylor, James Wyper, Anthony Borreca and Cyrus Gentry.

[For information concerning the background of [    ], see “—Directors and Executive Officers” above. Information concerning the background of the remainder of the members of the Investment Committee is set forth below]:

Michael is the Chairman, CEO and Co-Founder of Stonepeak. Michael founded Stonepeak in 2011 and has been deeply involved in all phases of the firm’s development since. Today, Michael directs Stonepeak’s strategy and investment decisions, and oversees the firm’s continued expansion into new regions and product areas.

Michael has more than 25 years of experience investing in infrastructure. A longer-tenured investor in a relatively young and still maturing asset class, Michael has been a leader in infrastructure investing, successfully deploying capital across the entire landscape through economic cycles.

Prior to forming Stonepeak, Michael was a Senior Managing Director in Private Equity and Co-Head of the Infrastructure Investment group at Blackstone. Before Blackstone, Michael worked for over a decade at Macquarie, where he started his career, first in Australia and later in New York where he took on roles of increasing responsibility within the firm and ultimately held the title of Senior Managing Director.

Michael received a Bachelor of Laws and a Bachelor of Commerce, both from the University of New South Wales in Sydney.

Jack is Co-President of Stonepeak and a member of all of the firm’s investment committees. Jack joined Stonepeak in 2015 and has been a senior member of the investment team ever since. Previously having served as the global head of the Energy sector, Jack now serves as Co-President of Stonepeak with broad management responsibility for the firm’s investing and operational activities. Jack has been investing in the infrastructure space for more than 15 years. Prior to joining Stonepeak, Jack worked for Davidson Kempner Capital Management, a hedge fund that focuses on distressed debt and merger arbitrage. Prior to Davidson Kempner, Jack worked for Denham Capital and Credit Suisse.

Jack received a Bachelor of Arts in Plan II Honors and a Bachelor of Arts in Economics (Business Economics Program), Phi Beta Kappa, from the University of Texas at Austin.

Luke is Co-President of Stonepeak and a member of the Fund’s Board and all of the firm’s investment committees. See “—Directors—Non-Independent Directors” above for Luke’s biography.

James is a Senior Managing Director and is Head of Transportation & Logistics with Stonepeak. James joined Stonepeak in 2013 as an Associate and became Senior Managing Director in 2020. He is responsible for global oversight and implementation of the Transportation & Logistics investment strategy. Prior to joining Stonepeak, James was a member of Credit Suisse’s Global Energy group, where he focused on the power and renewables sectors.

Anthony is a Senior Managing Director with Stonepeak and is Co-Head of Energy. Anthony joined Stonepeak following 11 years as a senior member of Blackstone Credit’s energy investing team. He has led energy investing in North America and Europe. Anthony is additionally heavily involved in the leadership of Stonepeak’s Global Renewables strategy. Before joining Stonepeak, Anthony was a senior member of Blackstone Credit’s energy investing team for more than 11 years. While at Blackstone, Anthony invested in a wide range of debt and equity opportunities across the energy, renewables and energy transition related industries. Prior to Blackstone, he worked at Blue Source in the firm’s low-carbon infrastructure fund and began his career at Credit Suisse in their global energy investment banking group.

Cyrus is a Managing Director at Stonepeak. Cyrus joined Stonepeak in 2017 and has played a senior role in the firm’s investing activities within the Digital Infrastructure sector in both North America and Europe. With over 14 year of relevant investing experience, Cyrus will play a key role in implementing and managing SP+ INFRA’s strategy. Prior to Stonepeak, Cyrus worked at BC Partners, Advent International and J.P. Morgan.

Cyrus received a Bachelor of Science in Applied Economics and Management from Cornell University and currently sits on the Board of the South Street Seaport Museum in New York.

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the General Partner, the Investment Advisor or their affiliates, pursuant to the terms of the Investment Advisory Agreement and the Fund LPA, as applicable. Our day-to-day investment operations will be managed by the General Partner and the Investment Advisor. Most of the services necessary for the sourcing and administration of our investment portfolio are provided by investment professionals employed by the Investment Advisor or its affiliates.

None of our executive officers will receive direct compensation from us. We will reimburse the Investment Advisor and/or their affiliates for expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its Affiliates to provide 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 SP+ INFRA and/or any portfolio companies, and expenses charged and/or related costs incurred by the Fund, any Feeder Fund, the Intermediate Entities, the Investment Advisor or its Affiliates in connection with providing such services including, without limitation, compensation and other overhead allocable to such services; provided, that the General Partner determines in good faith that any such expenses and fees are not greater than what would be paid to an unaffiliated third party for substantially similar services. Certain executive officers and Non-Independent Directors, through their financial interests in the General Partner and/or the Investment Advisor, are entitled to a portion of the profits earned by the General Partner and/or the Investment Advisor, which includes any fees, including compensation discussed herein, payable to the General Partner and/or the Investment Advisor under the terms of the Investment Advisory Agreement and the Fund LPA, as applicable, less expenses incurred by the General Partner and/or the Investment Advisor in performing their services under the Investment Advisory and the Fund LPA, as applicable. See “Item 1(c). Description of Business— Investment Advisory Agreement” and “Item 7. Certain Relationships and Related Transactions, and Director Independence.”

No compensation is paid to our directors who are not Independent Directors. We will pay compensation to each Independent Director. We are also authorized to pay the reasonable out-of-pocket expenses of each Independent Director incurred by such director in connection with the fulfillment of his or her duties as an Independent Director.

We will enter into the Investment Advisory Agreement with the Investment Advisor pursuant to which we will pay the Management Fee and reimburse certain Fund Expenses. We will also enter into the Amended and Restated Limited Partnership Agreement, pursuant to which the General Partner will be entitled to receive the Performance Participation Allocation. In addition, pursuant to the Investment Advisory Agreement and the Fund LPA, we will reimburse the Investment Advisor and General Partner for certain expenses as they occur. See “Item 1(c). Description of Business—Investment Advisory Agreement” and “—Fund LPA.”

SP+ INFRA is subject to certain conflicts of interest arising out of SP+ INFRA’s relationship with Stonepeak, including the General Partner and its Affiliates. Certain members of the Board of Directors are also executives of Stonepeak and / or one or more of its Affiliates. There is no guarantee that the policies and procedures adopted by the Fund, the terms of the Fund LPA, the terms and conditions of the Investment Advisory Agreement, or the policies and procedures adopted by the Board of Directors, General Partner, the Investment Advisor, Stonepeak and their Affiliates, will enable SP+ INFRA to identify, adequately address or mitigate these conflicts of interest, or that the General Partner will identify or resolve all conflicts of interest in a manner that is favorable to SP+ INFRA, and Unitholders may not be entitled to receive notice or disclosure of the occurrence of these conflicts or have any right to consent to them.

See “Item 1A. Risk Factors—Potential Conflicts of Interest” including “—Buying and Selling Investments or Assets from or to Certain Related Parties,” “—Broken Deal Expenses,” “—Allocation of Investment Opportunities,” and “—Passive Minority Investment by Blue Owl” for more information.

Our Board of Directors recognizes the fact that transactions with related persons may present risks of conflicts or the appearance of conflicts of interest. Our Board of Directors will adopt a written policy on transactions with related persons (the “Related Person Transaction Policy”). Under the Related Person Transaction Policy, the Independent Directors must review and approve or ratify any “related person transaction” (as defined below), including any material amendments or modifications to any “related person transaction”. A “related person transaction” is defined as any transaction that (A) requires Independent Director approval pursuant to the Fund LPA and governance guidelines, or (B) (i) would be required to be disclosed pursuant to Item 404(a) of Regulation S-K in which the Fund was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) in which any “related person” (as defined as paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest, other than an employment relationship or transaction involving an executive officer and any related compensation. A “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangement or relationships.

In reviewing a related person transaction or proposed related person transaction, our Independent Directors shall consider all relevant facts and circumstances, including without limitation: (i) the relationship of the related person to the Fund, (ii) the nature and extent of the related person’s interest in the transaction, (iii) the material terms of the transaction, (iv) the business purpose of the transaction, (v) the importance and fairness of the transaction both to the Fund and to the related person, (vi) whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Fund, (vii) whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Fund with non-related persons, if any, and (viii) any other matters that management or our Independent Directors deem appropriate.

In addition, the Related Person Transaction Policy provides that our Independent Directors, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, considers whether such transaction would compromise the director or director nominee’s status as (i) an “independent director” under the Fund LPA and governance guidelines; (ii) a “non-employee director,” as applicable, under Rule 16b-3 under the Exchange Act, if such non-employee director serves, or such non-employee

The Investment Advisor and the General Partner may be deemed promoters of the Fund. We intend to enter into the Investment Advisory Agreement with the Investment Advisor and the Fund LPA with the General Partner. The Investment Advisor, for its investment management and its administrative services to us, will be entitled to receive the Management Fee, in addition to the reimbursement of certain Fund Expenses. The General Partner will also be entitled to receive the Performance Participation Allocation, as described herein. In addition, under the Investment Advisory Agreement and Fund LPA, to the extent permitted by applicable law, we will indemnify the Investment Advisor and the General Partner and certain of their affiliates. See “Item 1(c). Description of Business.”

See “Item 5. Directors and Executive Officers” for information on SP+ INFRA’s Independent Directors and definition of “independent.”

Neither we, the General Partner nor the Investment Advisor are currently subject to any pending material legal proceedings against us, the General Partner or the Investment Advisor. From time to time, we, the General Partner or the Investment Advisor may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We may also be subject to regulatory proceedings.

Our outstanding Units will be offered and sold in transactions exempt from registration under the 1933 Act under Section 4(a)(2) and Regulation D. See “Item 10. Recent Sales of Unregistered Securities” for more information. Our Units are not listed or traded on any recognized securities exchange.

Because our Units are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Units may not be sold or transferred (i) except as permitted under the Fund LPA and (ii) unless the Units are registered under applicable securities laws or specifically exempted from registration. Accordingly, an investor must be willing to bear the economic risk of investment in the Units unless and until we accept their repurchase or transfer. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Units may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Units and to execute such other instruments or certifications as are reasonably required by us.

Please see “Item 4. Security Ownership of Certain Beneficial Owners and Management” for disclosure regarding the holders of our Units.

See “Item 1(c). Description of Business—Distribution Reinvestment Plan” and “Item 11. Description of Registrant’s Securities to be Registered—Distributions” for a description of SP+ INFRA’s distribution policies.

It is expected that the NAV for each Class will first be determined as of the end of the first full month after the Initial Closing Date. Thereafter, the NAV for each Class will be calculated monthly by Stonepeak.

The NAV will be based on the month-end values of Investments, the addition of the value of any other assets (such as cash on hand), and the Fund’s valuation policy. From time to time, Stonepeak may adopt non-material changes to the Fund’s valuation policy in its sole discretion and material changes with the consent of the Independent Directors. The NAV per Unit of a Class results from dividing the value of the total net assets of the Fund attributable to that Class on any Valuation Date by the aggregate number of Units of the same Class then outstanding. The value of the total net assets of the Fund attributable to a Class is equal to the difference between the value of the Fund’s assets attributable to a Class and the portion of liabilities of the Fund attributable to that Class. Each Class of Units of the Fund may have a different NAV per Unit as a result of Class hedging, the impact of the Performance Participation Allocation or because certain fees (e.g., Management Fees and Servicing Fees) may be charged differently, or do not apply, with respect to a certain Class. The Fund shall disclose the subscription and repurchase price of the Units each time it issues and repurchases Units following such time that the NAV becomes available.

The monthly NAV per Unit for each Class will generally be available around the 20^th business day of the following month (e.g., the NAV for October 31^st will generally be available around November 30^th). Notwithstanding anything herein to the contrary, Stonepeak may in its discretion, but is not obligated to, consider material market data and other information (as of the applicable month-end for which NAV is being calculated) that becomes available after the end of the applicable month in valuing the Fund’s assets and liabilities and calculating its NAV. Stonepeak acts as investment advisor to other clients that may invest in securities for which no public market price exists. Valuation determinations by Stonepeak’s other clients may result in different values than those ascribed to the same securities owned by the Fund.

Stonepeak expects to engage independent external valuation advisors to provide positive assurance or other forms of valuation support for the Fund’s quarterly valuations.

Subject to the approval of the Independent Directors, Stonepeak may, but is not obligated to, suspend the determination of NAV and / or the Fund’s repurchases, including where (i) the circumstances so require and (ii) the suspension is reasonably deemed to be in the best interests of Unitholders. No Units will be issued or repurchased during such suspension period.

See “Item 1A. Risk Factors—Valuations & Returns” for more information on valuation.

Stonepeak may suspend or modify the Repurchase Program or suspend the determination of NAV if in its reasonable judgment it deems such action to be in the Fund’s best interest, including as necessary to ensure that the Fund is not subject to tax as a corporation, for example in any of the following events:

Notwithstanding the above, any material modification or suspension of the Repurchase Program or suspend the determination of NAV shall require the approval of the Independent Directors.

The reference currency of the Fund is USD. Each Class may have a different reference currency. The NAV of each Class’s Units is expressed in the reference currency of the Fund. To the extent NAV per a Class is denominated in a currency other than USD, it will be allocated gains and losses attributable to hedging transactions and the expenses of the hedging program for purposes of subscriptions, repurchases and conversions of Units.

In determining the fair market value of any Investments or of property received in exchange for any Investments, the following principles shall apply:

The Investment Advisor will include the fair value of each Class’s pro rata portion of the Fund’s liabilities as part of the Class’s monthly NAV calculation. These liabilities are expected to include any accrued or allocated Performance Participation Allocation, the Management Fee, accounts payable, accrued operating expenses, any Fund-level credit facilities, other borrowings and other liabilities.

The Performance Participation Allocation and expenses of the Fund, including the Management Fee, are accrued at least on a monthly basis on the Valuation Date and taken into account for the purpose of determining the Fund’s NAV.

Assets and liabilities of the Fund will be allocated to each Class as set out below.

Subject to the above, the Investment Advisor may at any time vary the allocation of assets and liabilities previously allocated to a Class.

The Investment Advisor will advance all of SP+ INFRA’s Organizational and Offering Expenses on SP+ INFRA’s behalf (other than Subscription Fees and Servicing Fees) through the first anniversary of Initial Closing Date. SP+ INFRA will reimburse the Investment Advisor for such advanced expenses each month ratably over the sixty (60) months following the first anniversary of the Initial Closing Date, unless, upon request by the Investment Advisor, the Board agrees for the Fund to reimburse the Investment Advisor non-ratably for any month.

For purposes of calculating the Fund’s NAV for purchases or repurchases of Units (but not for financial reporting purposes), (i) the Organizational and Offering Expenses and Initial Fund Expenses Support paid by the Investment Advisor through the first anniversary of the Initial Closing Date will be recognized as a reduction to NAV in the month the Fund reimburses the Investment Advisor for such costs and (ii) contingent tax liabilities of certain Intermediate Entities that are not expected to be recognized due to the expected structure of the divestment of the associated underlying Investment may not be recognized as a reduction to NAV (although tax liabilities of those same Intermediate Entities may be taken into account in determining the fair value of the associated underlying Investment). For financial reporting purposes, the Organizational Expenses shall be expensed when incurred and the Offering Expenses shall be amortized over twelve months on a straight-line basis.

The Investment Advisor may, in its discretion, advance all or a portion of the Fund Expenses (other than Servicing Fees and Organizational and Offering Expenses) to be borne by the Fund and the appropriately apportioned expenses relating to the portfolio companies, the Feeder Fund, Parallel Funds and / or Intermediate Entities to the extent not paid by such portfolio companies, the Feeder Fund, Parallel Funds, Intermediate Entities and / or the Feeder Fund, in each case as determined pursuant to the terms of the Fund LPA (collectively, “Initial Fund Expenses Support”). The Investment Advisor may advance in its discretion all or portion of the Fund’s Initial Fund Expenses Support on the Fund’s behalf through the first anniversary of the Initial Closing Date. The Fund will reimburse the

For purposes of calculating a monthly NAV, the Servicing Fee for each applicable Class of Units will be calculated by multiplying the accrued monthly Servicing Fee rate (1/12th of the total annual Servicing Fee rate for each applicable Class of Units) by the aggregate NAV of such Class of Units for that month, after adjustment for any net portfolio income or loss, unrealized/realized gains or losses on assets and liabilities, Management Fee expense and Performance Participation Allocation accrual.

We have not yet commenced investment operations and do not expect to do so until after the Subscription Date. On [    ], 2024, an affiliate of the General Partner or Investment Advisor purchased [    ] Units of the Fund at a price of $25.00 per Unit as our initial capital. As of [    ], 2024, such affiliate of the General Partner or Investment Advisor was our only Unitholder. These Units were issued and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the 1933 Act.

There is currently no market for our Units, and we do not expect that a market for our Units will develop in the future. We do not intend for the Units registered under this Registration Statement to be listed on any national securities exchange. There are no outstanding options or warrants to purchase our Units. Under the terms of the Fund LPA, Unitholders shall be entitled to the same limited liability extended to shareholders of private Delaware for profit corporations formed under the Delaware General Corporation Law, 8 Del. C. § 100, et. seq. The Fund LPA provides that except as provided by the Delaware Revised Uniform Limited Partnership Act or other applicable law and subject to the obligations to indemnify the Fund and the General Partner as provided in the Fund LPA and as otherwise expressly set forth in the Fund LPA, no Unitholder shall have any personal liability whatsoever in its capacity as a Unitholder, whether to the Fund, to any of the other Unitholders, or to the creditors of the Fund, for the debts, liabilities, contracts, or other obligations of the Fund or for any losses of the Fund.

Unitholders are not entitled to vote in the election of the Fund’s directors and, as such, the Fund is not required to file proxy statements or information statements under Section 14 of the Exchange Act except in those limited circumstances where a vote of Unitholders is required under the Fund LPA or Delaware law. Further, Unitholders are not able to bring matters before meetings of unitholders or nominate directors at such meeting, nor are they generally able to submit unitholder proposals under Rule 14a-8 of the Exchange Act. Overall responsibility for the Fund’s oversight rests with the General Partner, subject to certain oversight rights held by the Board of Directors with respect to our periodic reports under the Exchange Act and certain situations involving conflicts of interest.

Certain financial intermediaries through which a Unitholder was placed in the Fund may charge such Unitholder Subscription Fees on Units that are paid by the Unitholder outside of its investment in the Fund and not reflected in the Fund’s NAV.

Each of Classes D-1 and D-2 Units are expected to bear a monthly Servicing Fee in an amount equal (on an annualized basis) to 0.25% of the NAV on Classes D-1 and D-2 Units each month. The Servicing Fee will be calculated based on NAV as of the end of each month before giving effect to any accruals for the Servicing Fee, repurchases, if any, for the applicable month and distributions payable on such Units. For the avoidance of doubt, the Servicing Fees will be payable by the Fund and Unitholders will not be billed separately for payment of the fees. The Investment Advisor remits payment of the ongoing Servicing Fees on behalf of the Fund and is reimbursed by the Fund for such payments.

The Servicing Fee is allocated to a Unitholder’s representative at the financial intermediary through which such Unitholder was placed in the Fund. Any amounts allocated in accordance with the foregoing sentence will compensate such representative for reporting, administrative and other services provided to a Unitholder by such representative. The receipt of the Servicing Fee by a Unitholder’s representative will result in a conflict of interest.

Certain financial intermediaries may charge Subscription Fees of up to 1.5% of the NAV on Classes D-1 and D-2 Units sold in the offering. In certain circumstances the Subscription Fees may be paid to Stonepeak and reallocated, in whole or in part, to the financial intermediary that placed the applicable Unitholder into the Fund. For the avoidance of doubt, Subscription Fees shall be paid by the applicable Unitholder outside of its investment in the Fund and will not impact the Fund’s NAV.

The Subscription Fees are not payable in respect of any Class D-1 or D-2 Units sold pursuant to our distribution reinvestment plan.

Each of Classes S-1 and S-2 Units are expected to bear a monthly Servicing Fee in an amount equal (on an annualized basis) to 0.85% of the NAV on Classes S-1 and S-2 Units each month. The Servicing Fee will be calculated based on NAV as of the end of each month before giving effect to any accruals for the Servicing Fee, repurchases, if any, for the applicable month and distributions payable on such Units. For the avoidance of doubt, the

The Servicing Fee is allocated to a Unitholder’s representative at the financial intermediary through which such Unitholder was placed in the Fund. Any amounts allocated in accordance with the foregoing sentence will compensate such representative for reporting, administrative and other services provided to a Unitholder by such representative. The receipt of the Servicing Fee by a Unitholder’s representative will result in a conflict of interest.

Certain financial intermediaries may charge Subscription Fees of up to 3.5% of the NAV on Classes S-1 and S-2 Units sold in the offering. In certain circumstances the Subscription Fees may be paid to Stonepeak and reallocated, in whole or in part, to the financial intermediary that placed the applicable Unitholder into the Fund. For the avoidance of doubt, Subscription Fees shall be paid by the applicable Unitholder outside of its investment in the Fund and will not impact the Fund’s NAV.

The Subscription Fees are not payable in respect of any Class S-1 or S-2 Units sold pursuant to our distribution reinvestment plan.

Class A-1 Units are expected to bear a monthly Servicing Fee in an amount equal (on an annualized basis) to 0.50% of the NAV on such Class A-1 Units each month. The Servicing Fee will be calculated based on NAV as of the end of each month before giving effect to any accruals for the Servicing Fee, repurchases, if any, for the applicable month and distributions payable on such Units. For the avoidance of doubt, the Servicing Fees will be payable by the Fund and Unitholders will not be billed separately for payment of the fees. The Investment Advisor remits payment of the ongoing Servicing Fees on behalf of the Fund and is reimbursed by the Fund for such payments.

The Servicing Fee is allocated to a Unitholder’s representative at the financial intermediary through which such Unitholder was placed in the Fund. Any amounts allocated in accordance with the foregoing sentence will compensate such representative for reporting, administrative and other services provided to a Unitholder by such representative. The receipt of the Servicing Fee by a Unitholder’s representative will result in a conflict of interest.

No Subscription Fees will be paid with respect to Class A-1 Units, including those Class A-1 Units issued pursuant to the Fund’s distribution reinvestment plan.

With respect to each of Classes F-1, F-2, F-3, F-4, I-1, I-2 and X Units, (1) no Servicing Fee will be paid on such Units, and (2) no Subscription Fees will be paid with respect to such Units, including those such Units issued pursuant to the Fund’s distribution reinvestment plan. For the avoidance of doubt, Class X Units are not registered under the Exchange Act pursuant to this Registration Statement.

The Fund may declare distributions from time to time as authorized by the General Partner. However, the Fund cannot guarantee that it will make distributions, and any distributions made will be at the discretion of the General Partner, considering factors such as earnings, cash flow, capital needs, taxes and general financial condition and the requirements of applicable law. As a result, the Fund’s distribution rates and payment frequency may vary from time to time. There is no assurance the Fund will pay distributions in any particular amount, if at all.

Unitholders of record as of the record date will be eligible for distributions declared. The per Unit amount of distributions on Class A-1 Units, Class D-1 Units, Class D-2 Units, Class F-1 Units, Class F-2 Units, Class F-3 Units, Class F-4 Units, Class I-1 Units, Class I-2 Units, Class S-1 Units, Class S-2 Units, and Class X Units may differ because of different Class-specific fees and expenses that are deducted from the gross distributions for each Class. In the event that the Fund makes a distribution, we intend to adopt an “opt out” distribution reinvestment plan for investors. As a result, in the event of a declared cash distribution, each Unitholder that has not “opted out” of the distribution reinvestment plan will have their distributions automatically reinvested in additional Units rather than receive cash distributions. See “Item 1(c). Description of Business—Distribution Reinvestment Plan.”

Subject to the terms in the Fund LPA, Unitholders may transfer part or all their Units. The General Partner may refuse such requested transfer for certain reasons, as further described in the Fund LPA.

The Fund was formed on April 29, 2024 as a Delaware limited partnership. The Fund will remain in existence until dissolved in accordance with the Fund LPA or pursuant to Delaware law. The Fund LPA provides that the Fund will be dissolved upon (a) the determination made by the General Partner at any time in its sole discretion that the dissolution and winding up of the Fund is in the best interests of the Fund, (b) the bankruptcy or dissolution and commencement of winding up of the General Partner, (c) the termination, dissolution or withdrawal of the General Partner, (d) consent by Unitholders in interest of 75% of the outstanding Units to dissolve the Fund following the lapse of a cure period with respect to certain cause events, including a finding by any court or governmental body of competent jurisdiction (including a regulatory authority sitting as a tribunal) in a final judgment on the merits that the General Partner or the Investment Advisor has committed (i) a criminal offense or a material violation of applicable laws, rules and/or regulations to which the General Partner or the Investment Advisor is subject which would adversely affect the ability of the Fund to conduct its business and affairs in a significant manner, subject to exceptions set forth in the Fund LPA, (ii) any other criminal offense (beyond the type described in the foregoing clause (i)) committed in connection with the Fund’s activities or (iii) bad faith, gross negligence, fraud, willful misconduct, a reckless disregard of its duties under the Fund LPA or a knowing and material breach of the Fund LPA or the Investment Advisory Agreement by the General Partner or the Investment Advisor in connection with the performance of their respective duties under the terms of the Fund LPA or the Investment Advisory Agreement, as the case may be, or (e) the entry of a decree of dissolution of the Fund pursuant to Section 18-802 of the DRULPA.

Under our Fund LPA, the principal purpose of the Fund is to seek to invest in privately negotiated equity investments and other Investments in accordance with the investment objectives and policies of the Fund as in effect from time to time, as described elsewhere in this Registration Statement and the Fund LPA, and to engage in any other lawful activity as the General Partner may from time to time determine.

Except as otherwise required by law or pursuant to the terms of the Fund LPA, the Fund LPA may be amended, modified or supplemented, and any provision may be waived, by the written consent of the General Partner; provided that any amendment, modification or supplement that is viewed by the General Partner in its discretion, as a whole together with all such amendments, modifications or supplements, as having a material adverse effect in the aggregate on the limited partners of the Fund will require the approval of the Independent Directors.

The General Partner may in its sole discretion enter into any one or more transactions related to capital or conversion events, including a merger, conversion, consolidation or other reorganization of the Fund and take all actions necessary or desirable to affect any such transactions, as further described in the Fund LPA.

Any action or proceeding against the parties relating in any way to the Fund LPA shall be brought and enforced in the courts of the State of Delaware (or, if the General Partner determines and a Unitholder agrees as of such Unitholder’s admission date, in the courts of the State of New York located in New York County or the United States District Court for the Southern District of New York), and to the extent that subject matter jurisdiction exists, the United States for the District of Delaware.

The Board of Directors (including the Independent Directors) owe a fiduciary duty to use their reasonable business judgment to act in the best interests of the Fund with respect to matters of the Fund that are within the Board of Directors’ authority, as described in the Fund LPA.

See “Item 12. Indemnification of Directors and Officers” for a description of the indemnification provisions for directors, officers, the General Partner and the Investment Advisor.

As further explained in the Fund LPA and to the fullest extent permitted by law, the Fund will indemnify and hold harmless the Directors, officers of the Fund, General Partner, the Investment Advisor, the partnership representative described in Section 4.1(c) of the Fund LPA, any of their respective Affiliates and their respective members, partners, officers, directors, employees, agents, advisors, stockholders, senior or special advisors or any person who serves at the specific request of the General Partner or the Investment Advisor on behalf of the Fund as a member, officer, director, partner, manager, employee, trustee, agent, advisor, independent contractor or senior/special advisor of the Fund or any other entity (in each case, an “Indemnitee”) for any mistake in judgment or for any action or inaction taken or omitted for a purpose which the Indemnitee reasonably believed to be in furtherance of the best interests of the Fund or for any action taken or omitted to be taken for the Indemnitee’s own account which the Indemnitee was expressly permitted or required to take or omit pursuant to the Fund LPA, unless such action or inaction by the Indemnitee constituted gross negligence, fraud, bad faith, willful misconduct, a material violation of securities laws and/or an intentional and material breach of the Fund LPA or the Investment Advisory Agreement, in each case as determined by a court or governmental body of competent jurisdiction (including a regulatory authority sitting as a tribunal) in a final judgment on the merits.

The Fund’s indemnification obligations will be satisfied from the Fund’s assets, and the Feeder Fund’s indemnification obligations will be satisfied from the Feeder Fund’s assets. The Fund (or the Feeder Fund, as applicable) will advance expenses that are reasonably incurred by an Indemnitee in the defense or settlement of any claim that is subject to indemnification.

For the avoidance of doubt, nothing in the Fund LPA or the Feeder Fund’s partnership agreement constitutes a waiver of, in the case of a Unitholder, any non-waivable right and, in the case of the General Partner and its Affiliates, any such person’s non-waivable duties under applicable law.

There are not and have not been any disagreements between the Fund and its accountant on any matter of accounting principles, practices, or financial statement disclosure.

The financial statement attached to this Registration Statement is listed under “Item 13. Financial Statements and Supplementary Data.”

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.