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Correspondence 0001193125-23-042133 from StepStone Private Infrastructure Fund (CIK 0001957892)

StepStone Private Infrastructure Fund (CIK 0001957892)
Date: Feb. 17, 2023 · CIK: 0001957892 · Accession: 0001193125-23-042133

AI Filing Summary & Sentiment

File numbers found in text: 333-268986

Date
February 17, 2023
Author
Not clearly detected
Form
CORRESP
Company
StepStone Private Infrastructure Fund (CIK 0001957892)

Letter

Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0504 Re: StepStone Private Infrastructure Fund Filing No: 888-23848; 333-268986

Dear Ms. Rossotto:

We are writing in response to comments provided on January 23, 2023 with respect to the registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), filed on December 23, 2023 on behalf of StepStone Private Infrastructure Fund (the “Fund”), a closed-end management investment company. The Fund has considered these comments and has authorized us to make the responses set out below on its behalf.

On behalf of the Fund, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

A. GENERAL

Comment 1. We note that portions of the registration statement are incomplete. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.

Response 1. We respectfully acknowledge your comment and hereby confirm that incomplete portions of the Registration Statement will be completed and updated in a future filing.

Comment 2. Please supplementally explain if the Fund has submitted or intends to submit any exemptive application or a no-action request in connection with the registration statement, including an application to offer multiple classes of shares and/or to make certain co-investments. Please inform us of the anticipated timing of any applications or requests for relief.

Response 2. We confirm that the Fund will rely upon multi-class exemptive relief previously granted to StepStone Private Markets and StepStone Group Private Wealth LLC (the “Adviser”), the adviser to the Fund (the “Multi-Class Exemptive Order”),1 as well as co-investment exemptive relief previously granted to StepStone Private Markets, the Adviser and certain other applicants (the “Co-Investment Exemptive Order,” and collectively with the Multi-Class Exemptive Order, the “Exemptive Orders”).2 The Fund will rely on each Exemptive Order on its terms as the Fund is a “Future Fund” and a “Future Regulated Entity” under the Multi-Class Exemptive Order and Co-Investment Exemptive Order, respectively.

Comment 3. Please confirm that the Fund does not intend to issue debt securities or preferred shares within a year from the effective date of the registration statement. If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.

Response 3. The Fund currently does not intend to issue debt securities or preferred shares within a year from the effective date of the Registration Statement.

Comment 4. In places throughout the registration statement, the disclosure is lengthy, highly detailed and appears unduly promotional. Please note, “[t]he purpose of the prospectus is to provide essential information about the [Fund]] in a way that will help investors make informed decisions about whether to purchase the [Shares] being offered,” and “should include only information needed to understand the fundamental characteristics of the [Fund].” Form N-2, Part A: The Prospectus. Also, in compliance with Form N-2, any “‘sales literature’ … should not significantly lengthen the prospectus nor obscure essential disclosure.” General Instructions for Parts A and B, 5(b). Please revise to ensure disclosure is presented in a clear, concise and understandable manner and that it fairly balances the opportunities presented against the risks involved.

Response 4. The disclosure has been revised accordingly.

Comment 5. We note the term “diversified’ is used in the disclosure to describe aspects of the Fund’s portfolio. As the Fund is categorized as non-diversified under the 1940 Act, to avoid confusion, please delete or replace the term “diversified” throughout the registration statement.

Conversus StepStone Private Markets, et al. (File No. 812-15074), Release No. IC-33815 (March 12, 2020) (notice), Release No. IC-33851 (April 23, 2020) (order).

Conversus StepStone Private Markets, et al. (File No. 812-15072), Release No. IC-33913 (June 25, 2020) (notice), Release No. IC-33930 (July 21, 2020) (order).

Response 5. The Fund confirms that it intends to be treated as a non-diversified fund under the 1940 Act and the disclosure has been revised accordingly throughout the Registration Statement.

Comment 6. Please tell us if you have presented or will present any “test the waters” materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

Response 6. The Fund has not presented and will not present test the waters materials to potential investors in connection with this offering.

Comment 7. Please add a separately captioned section to the prospectus describing material terms of the securities being offered (e.g. distribution rights). Similarly, please add a separately captioned section describing material terms of your Declaration of Trust or other governance-related matters investors should be aware of when considering an investment in the Fund.

Response 7. Regarding the material terms of the securities being offered, the Fund believes it has provided such disclosure in “Summary Prospectus – What is the difference between Class T, Class S, Class D and Class I Shares?” as well as in “Purchase of Shares” and “Plan of Distribution.” Regarding the material terms of the Declaration of Trust, we have added a section to the Prospectus entitled “Anti-Takeover Provisions in the Declaration of Trust.”

Comment 8. We note your intention to operate as an interval fund and that you will invest in private infrastructure assets. Private infrastructure appears to be an asset class that may be illiquid, impacted by changes in interest rates, and irregular cash flows. You also disclose the lengthy holding period of the Fund’s investments, the Fund’s need to fund capital calls and your goal to minimize cash drag. Given recent market events, including events involving funds that invest in similar asset classes, please consider the need for additional disclosure addressing how you intend to meet your obligations under Rule 23c-3(b)(10) under the 1940 Act, including any risks to investors arising from your operations as an interval fund.

Response 8. The Fund has considered recent market events and has concluded that no additional disclosure is necessary to address its obligations under Rule 23c-3(b)(10) under the 1940 Act to ensure that the Fund’s assets are sufficiently liquid to fund 100% of each quarterly repurchase offer amount by the relevant repurchase payment deadline.

B. PROSPECTUS

Cover Page

Comment 9. Please disclose the bullets on the Cover in bold.

Response 9. The disclosure has been revised accordingly.

Comment 10. In Distributions on page 67, the disclosure indicates the Fund’s distributions could constitute a return of capital to the Fund’s shareholders. Accordingly, as appropriate, please disclose as additional bolded bullets the following:

The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

Response 10. The disclosure has been revised accordingly.

Comment 11. Please confirm the bullets will also appear immediately above the signature line on the account registration form or subscription agreement used by investors to purchase Fund shares.

Response 11. We respectfully acknowledge the comment. However, we note that we are not aware of any requirement to include these bullets in the account registration form or subscription agreement. We believe that, because a prospectus will be delivered to investors along with an account registration form and/or subscription agreement, it is unnecessary to include the risk factors in such documents as well.

Comment 12. Following the bullets, in the paragraph describing the Fund’s nature as an interval fund, please disclose the anticipated frequency of the Fund’s repurchase offers, the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the Fund’s initial repurchase offer. Please include a cross-reference to the sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks.

Response 12. The disclosure has been revised accordingly.

Comment 13. Please disclose on the Cover a brief description of the Fund’s objective and its principal strategies and investments. In particular, please specify the Fund’s principal strategies that are speculative (e.g., use of leverage) and include a cross-reference to the

disclosure regarding the risks associated with these strategies. See Form N-2, Item 1.1.j. and the Guidelines to Form N-2, Guide 6.

Response 13. The disclosure has been revised accordingly.

Summary of Prospectus (page 1)

Comment 14. In general, please disclose in the Summary, in a clear and concise manner, the Fund’s objective and how the Fund proposes to achieve its objective. In this regard, please disclose clearly what private infrastructure is and the types of companies, vehicles and Investment Funds the Fund invests in to gain access to this asset class. Briefly explain how the Fund evaluates investments and the portfolio construction parameters it uses to construct the portfolio as a whole. The disclosure should include investments disclosed in the section Investment Types and Related Risks, beginning on page 31. Per comment 4 above, please remove extraneous disclosure included in the Summary that does not contribute to an investor’s understanding of the fundamental nature of the Fund.

Response 14. The disclosure has been revised accordingly.

What is the StepStone Private Infrastructure Fund? (page 1)

Comment 15. In the second line of the first paragraph, the disclosure states that private infrastructure assets is an asset class that “is often less correlated to both public and private assets.” Please be more specific as to which public and private assets you are referring to and explain why “private infrastructure assets” are different.

Response 15. The disclosure has been deleted.

Comment 16. The first line of the second paragraph refers to “core, core plus and value-add infrastructure strategies.” Please briefly explain what these terms mean.

Response 16. The disclosure has been deleted.

Comment 17. The disclosure in the last line of the second paragraph refers to StepStone as “one of the largest investment firms that focuses exclusively on the private markets.” Please disclose the basis for this statement and provide appropriate context.

Response 17. The disclosure has been revised accordingly.

Comment 18. The disclosure in the third paragraph states “The Fund intends to make direct and indirect investments in debt and equity interests across a variety of private infrastructure investments” within infrastructure areas and “[t]hese private

assets together are referred to as ‘Infrastructure Assets.’ The disclosure in the following paragraph states “the Fund will invest and/or make capital commitments of at least 80% of its net assets...in Infrastructure Assets [emphasis added].” Please clarify the disclosure to indicate specifically how the Fund will invest 80% of its assets in infrastructure. For example, what percentage of revenue of the companies the Fund invests in is attributed to infrastructure? What percentage of the Investment Funds will be in infrastructure companies? In addition, please explain why counting capital commitments towards your 80% policy is consistent with Rule 35d-1 under the 1940 Act or revise to remove the reference.

Response 18. The disclosure has been revised accordingly. The Fund notes that a number of other 1940 Act-registered closed-end funds have included capital commitments towards their 80% names rule policy (see, e.g., iCapital KKR Private Markets Fund and CPG Carlyle Commitments Master Fund, LLC). The Fund believes it is appropriate to include capital commitments in its 80% names rule policy because these capital commitments are irrevocable and are treated as unfunded commitment agreements for purposes of Rule 18f-4, which means that the Fund must have a reasonable belief at the time of making the particular capital commitment that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as they come due. The Fund represents that it will comply with its obligations under Rule 18f-4 in respect of its unfunded commitment agreements.

Comment 19. The disclosure in the third paragraph indicates that the defined term Infrastructure Assets includes “infrastructure-related investments”. Please clarify what these investments are. As infrastructure-related investments are included in the Fund’s 80% test, please disclose how these investments are economically tied to infrastructure.

Response 19. The disclosure has been deleted.

Comment 20. In the penultimate paragraph on page 1, Secondary Investments, please explain in the disclosure the meaning of the term “evergreen” with respect to Open-Ended Funds. Similarly in the second paragraph on page 2, please explain in the disclosure the meaning of the phrase “open architecture approach,” and in the following paragraph, please disclose the meaning of the term “risk-adjusted”.

Response 20. The disclosure has been revised accordingly.

Comment 21. On page 2, in the paragraph Primary Investments, the disclosure states “The Fund expects that most of its Primary Investments will be seasoned primary investments... [emphasis added].” Will the Fund invest as a principal

investment strategy in early stage/venture capital companies either directly or indirectly through Investment Funds? If so, disclose and disclose associated risks.

Response 21. The Fund’s principal investment strategies focus on Infrastructure Investments. The Fund does not intend to invest either directly or indirectly in venture capital companies.

Comment 22. The disclosure on page 20 states the Fund seeks to “construct a balanced portfolio across mainly developed economies, with a focus on North America and Europe.” In this section, or at an appropriate place in the Summary, please disclose foreign investment as a principal strategy of the Fund and the associated risks. Please also disclose investment in emerging markets and the attendant risks if such investment is a principal strategy of the Fund.

Response 22. The disclos

Show Raw Text
CORRESP
1
filename1.htm

StepStone Private Infrastructure Fund

 1095 Avenue of the Americas
New York, NY 10036-6797

 +1 212 698
3500 Main

 +1 212 698 3599 Fax

 www.dechert.com

 RICHARD HOROWITZ

 richard.horowitz@dechert.com

+1 212 698 3525 Direct

 +1 212 698 0452 Fax

 February 17, 2023

 Karen
Rossotto

 Senior Counsel

 Division of Investment Management

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-0504

Re:
 StepStone Private Infrastructure Fund

 Filing No: 888-23848;
333-268986

 Dear Ms. Rossotto:

We are writing in response to comments provided on January 23, 2023 with respect to the registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), filed on
December 23, 2023 on behalf of StepStone Private Infrastructure Fund (the “Fund”), a closed-end management investment company. The Fund has considered these comments and has authorized us to
make the responses set out below on its behalf.

 On behalf of the Fund, set forth below are the SEC staff’s comments
along with our responses to or any supplemental explanations of such comments, as requested.

A.
 GENERAL

Comment 1.    We note that portions of the registration statement are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any
amendments.

 Response 1.    We respectfully acknowledge your comment and hereby confirm
that incomplete portions of the Registration Statement will be completed and updated in a future filing.

 Comment
2.    Please supplementally explain if the Fund has submitted or intends to submit any exemptive application or a no-action request in connection with the registration statement, including
an application to offer multiple classes of shares and/or to make certain co-investments. Please inform us of the anticipated timing of any applications or requests for relief.

 Response 2.    We confirm that the Fund will rely
upon multi-class exemptive relief previously granted to StepStone Private Markets and StepStone Group Private Wealth LLC (the “Adviser”), the adviser to the Fund (the “Multi-Class Exemptive Order”),1 as well as co-investment exemptive relief previously granted to StepStone Private Markets, the Adviser and certain other applicants (the “Co-Investment Exemptive Order,” and collectively with the Multi-Class Exemptive Order, the “Exemptive Orders”).2 The Fund will rely on each
Exemptive Order on its terms as the Fund is a “Future Fund” and a “Future Regulated Entity” under the Multi-Class Exemptive Order and Co-Investment Exemptive Order, respectively.

Comment 3.    Please confirm that the Fund does not intend to issue debt securities or preferred shares
within a year from the effective date of the registration statement. If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the
event of a preferred shares offering.

 Response 3.    The Fund currently does not intend to
issue debt securities or preferred shares within a year from the effective date of the Registration Statement.

 Comment
4.    In places throughout the registration statement, the disclosure is lengthy, highly detailed and appears unduly promotional. Please note, “[t]he purpose of the prospectus is to provide essential information about the
[Fund]] in a way that will help investors make informed decisions about whether to purchase the [Shares] being offered,” and “should include only information needed to understand the fundamental characteristics of the [Fund].” Form N-2, Part A: The Prospectus. Also, in compliance with Form N-2, any “‘sales literature’ … should not significantly lengthen the prospectus nor obscure
essential disclosure.” General Instructions for Parts A and B, 5(b). Please revise to ensure disclosure is presented in a clear, concise and understandable manner and that it fairly balances the opportunities presented against the risks
involved.

 Response 4.    The disclosure has been revised accordingly.

Comment 5.    We note the term “diversified’ is used in the disclosure to describe aspects of
the Fund’s portfolio. As the Fund is categorized as non-diversified under the 1940 Act, to avoid confusion, please delete or replace the term “diversified” throughout the registration statement.

1
 Conversus StepStone Private Markets, et al. (File
No. 812-15074), Release No. IC-33815 (March 12, 2020) (notice), Release No. IC-33851 (April 23, 2020) (order).

2
 Conversus StepStone Private Markets, et al. (File
No. 812-15072), Release No. IC-33913 (June 25, 2020) (notice), Release No. IC-33930 (July 21, 2020) (order).

 2

 Response 5.    The Fund confirms that it intends
to be treated as a non-diversified fund under the 1940 Act and the disclosure has been revised accordingly throughout the Registration Statement.

Comment 6.    Please tell us if you have presented or will present any “test the waters”
materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

Response 6.    The Fund has not presented and will not present test the waters materials to potential
investors in connection with this offering.

 Comment 7.    Please add a separately captioned
section to the prospectus describing material terms of the securities being offered (e.g. distribution rights). Similarly, please add a separately captioned section describing material terms of your Declaration of Trust or other
governance-related matters investors should be aware of when considering an investment in the Fund.

 Response
7.    Regarding the material terms of the securities being offered, the Fund believes it has provided such disclosure in “Summary Prospectus – What is the difference between Class T, Class S, Class D
and Class I Shares?” as well as in “Purchase of Shares” and “Plan of Distribution.” Regarding the material terms of the Declaration of Trust, we have added a section to the Prospectus entitled “Anti-Takeover
Provisions in the Declaration of Trust.”

 Comment 8.    We note your intention to operate as
an interval fund and that you will invest in private infrastructure assets. Private infrastructure appears to be an asset class that may be illiquid, impacted by changes in interest rates, and irregular cash flows. You also disclose the lengthy
holding period of the Fund’s investments, the Fund’s need to fund capital calls and your goal to minimize cash drag. Given recent market events, including events involving funds that invest in similar asset classes, please consider the
need for additional disclosure addressing how you intend to meet your obligations under Rule 23c-3(b)(10) under the 1940 Act, including any risks to investors arising from your operations as an interval fund.

 Response 8.    The Fund has considered recent market events and has concluded that no
additional disclosure is necessary to address its obligations under Rule 23c-3(b)(10) under the 1940 Act to ensure that the Fund’s assets are sufficiently liquid to fund 100% of each quarterly repurchase
offer amount by the relevant repurchase payment deadline.

B.
 PROSPECTUS

Cover Page

 Comment
9.    Please disclose the bullets on the Cover in bold.

 3

 Response 9.    The disclosure has been revised
accordingly.

 Comment 10.    In Distributions on page 67, the disclosure
indicates the Fund’s distributions could constitute a return of capital to the Fund’s shareholders. Accordingly, as appropriate, please disclose as additional bolded bullets the following:

•

 The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which
may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

•

 A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby
reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original
investment.

 Response 10.    The disclosure has been revised accordingly.

 Comment 11. Please confirm the bullets will also appear immediately above the signature line on the account
registration form or subscription agreement used by investors to purchase Fund shares.

 Response
11.    We respectfully acknowledge the comment. However, we note that we are not aware of any requirement to include these bullets in the account registration form or subscription agreement. We believe that, because a
prospectus will be delivered to investors along with an account registration form and/or subscription agreement, it is unnecessary to include the risk factors in such documents as well.

Comment 12.    Following the bullets, in the paragraph describing the Fund’s nature as an interval
fund, please disclose the anticipated frequency of the Fund’s repurchase offers, the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the Fund’s initial repurchase
offer. Please include a cross-reference to the sections of the prospectus that discuss the Fund’s repurchase policies and the attendant risks.

Response 12.    The disclosure has been revised accordingly.

Comment 13.    Please disclose on the Cover a brief description of the Fund’s objective and its
principal strategies and investments. In particular, please specify the Fund’s principal strategies that are speculative (e.g., use of leverage) and include a cross-reference to the

 4

disclosure regarding the risks associated with these strategies. See Form N-2, Item 1.1.j. and the Guidelines to Form N-2, Guide 6.

 Response 13.    The disclosure
has been revised accordingly.

 Summary of Prospectus (page 1)

Comment 14.    In general, please disclose in the Summary, in a clear and concise manner, the
Fund’s objective and how the Fund proposes to achieve its objective. In this regard, please disclose clearly what private infrastructure is and the types of companies, vehicles and Investment Funds the Fund invests in to gain access to this
asset class. Briefly explain how the Fund evaluates investments and the portfolio construction parameters it uses to construct the portfolio as a whole. The disclosure should include investments disclosed in the section Investment Types
and Related Risks, beginning on page 31. Per comment 4 above, please remove extraneous disclosure included in the Summary that does not contribute to an investor’s understanding of the fundamental nature of the Fund.

Response 14.    The disclosure has been revised accordingly.

What is the StepStone Private Infrastructure Fund? (page 1)

Comment 15.    In the second line of the first paragraph, the disclosure states that private
infrastructure assets is an asset class that “is often less correlated to both public and private assets.” Please be more specific as to which public and private assets you are referring to and explain why “private infrastructure
assets” are different.

 Response 15.    The disclosure has been deleted.

Comment 16.    The first line of the second paragraph refers to “core, core plus and value-add infrastructure strategies.” Please briefly explain what these terms mean.

Response 16.    The disclosure has been deleted.

Comment 17.    The disclosure in the last line of the second paragraph refers to StepStone as “one
of the largest investment firms that focuses exclusively on the private markets.” Please disclose the basis for this statement and provide appropriate context.

Response 17.    The disclosure has been revised accordingly.

Comment 18.    The disclosure in the third paragraph states “The Fund intends to make direct and
indirect investments in debt and equity interests across a variety of private infrastructure investments” within infrastructure areas and “[t]hese private

 5

assets together are referred to as ‘Infrastructure Assets.’ The disclosure in the following paragraph states “the Fund will invest and/or make capital
commitments of at least 80% of its net assets...in Infrastructure Assets [emphasis added].” Please clarify the disclosure to indicate specifically how the Fund will invest 80% of its assets in infrastructure. For example, what
percentage of revenue of the companies the Fund invests in is attributed to infrastructure? What percentage of the Investment Funds will be in infrastructure companies? In addition, please explain why counting capital commitments towards your 80%
policy is consistent with Rule 35d-1 under the 1940 Act or revise to remove the reference.

Response 18.    The disclosure has been revised accordingly. The Fund notes that a number of other
1940 Act-registered closed-end funds have included capital commitments towards their 80% names rule policy (see, e.g., iCapital KKR Private Markets Fund and CPG
Carlyle Commitments Master Fund, LLC). The Fund believes it is appropriate to include capital commitments in its 80% names rule policy because these capital commitments are irrevocable and are treated as unfunded commitment agreements for purposes
of Rule 18f-4, which means that the Fund must have a reasonable belief at the time of making the particular capital commitment that it will have sufficient cash and cash equivalents to meet its obligations
with respect to all of its unfunded commitment agreements, in each case as they come due. The Fund represents that it will comply with its obligations under Rule 18f-4 in respect of its unfunded commitment
agreements.

 Comment 19.    The disclosure in the third paragraph indicates that the defined term
Infrastructure Assets includes “infrastructure-related investments”. Please clarify what these investments are. As infrastructure-related investments are included in the Fund’s 80% test, please disclose how these investments are
economically tied to infrastructure.

 Response 19.    The disclosure has been deleted.

Comment 20.    In the penultimate paragraph on page 1, Secondary Investments,
please explain in the disclosure the meaning of the term “evergreen” with respect to Open-Ended Funds. Similarly in the second paragraph on page 2, please explain in the disclosure the meaning of the phrase “open
architecture approach,” and in the following paragraph, please disclose the meaning of the term “risk-adjusted”.

Response 20.    The disclosure has been revised accordingly.

Comment 21.    On page 2, in the paragraph Primary Investments, the disclosure
states “The Fund expects that most of its Primary Investments will be seasoned primary investments... [emphasis added].” Will the Fund invest as a principal

 6

investment strategy in early stage/venture capital companies either directly or indirectly through Investment Funds? If so, disclose and disclose associated risks.

Response 21.    The Fund’s principal investment strategies focus on Infrastructure
Investments. The Fund does not intend to invest either directly or indirectly in venture capital companies.

 Comment
22.    The disclosure on page 20 states the Fund seeks to “construct a balanced portfolio across mainly developed economies, with a focus on North America and Europe.” In this section, or at an appropriate place in the
Summary, please disclose foreign investment as a principal strategy of the Fund and the associated risks. Please also disclose investment in emerging markets and the attendant risks if such investment is a principal strategy of the Fund.

Response 22.    The disclos