Item 4 — Purpose of Transaction
The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. All of the securities that are held directly by the Reporting Person were acquired for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of all or a portion of its investment in the Issuer. When permitted by applicable law, the Reporting Person may dispose of some or all of its Common Shares, from time to time, by tendering such Common Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors deemed relevant. The Reporting Person intends to review its investment in the Issuer on an ongoing basis and, in the course of its review, may take actions (including through its affiliates) with respect to its investment or the Issuer, including communicating with the board of trustees of the Issuer (the "Board"), members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. StepStone Group Private Wealth LLC ("Adviser"), an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a wholly-owned subsidiary of the Reporting Person, serves as the Issuer's investment adviser and is responsible for, among other things, making investment decisions for the Issuer's portfolio, subject to oversight by the Issuer's board of trustees (the "Board"). The Adviser oversees the management of the Issuer's day-to-day activities including structuring, governance, distribution, reporting and oversight. The Reporting Person, the parent entity of the Adviser, serves as the Issuer's investment sub-adviser and is responsible for the day-to-day management of the Issuer's assets. All of the Issuer's officers and trustees, other than the Issuer's independent trustees, are employees of the Adviser or its affiliates. In such capacities, these individuals may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. On June 5, 2025, the Reporting Person entered into a Sub-Advisory Agreement (the "Sub-Advisory Agreement") with the Adviser and the Issuer, pursuant to which the Reporting Person agreed to provide investment sub-advisory services to the Issuer. Under the Sub-Advisory Agreement, the Adviser employs the Reporting Person to assist the Adviser in identifying investment opportunities and will make investment recommendations for approval by the Adviser, according to guidelines set by the Adviser. The Reporting Person, in its capacity as investment sub-adviser, may have direct or indirect influence over such corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of this Schedule 13D. The Sub-Advisory Agreement provides that the Adviser will pay the Reporting Person 50% of the management fee received by the Adviser under the Investment Advisory Agreement between the Adviser and the Issuer each month. The management fee payable to the Adviser under the Investment Advisory Agreement with the Issuer is calculated and payable quarterly in arrears at the annual rate of 1.60% of the Issuer's average daily net assets. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 120 days' written notice by the Reporting Person to the Fund or, upon 60 days' notice if either the Board of the Issuer or the holders of a majority of the Issuer's outstanding voting securities determine that the Sub-Advisory Agreement with the Reporting Person should be terminated. The Sub-Advisory Agreement will automatically and immediately terminate in the event of its "assignment," as such term is defined under the 1940 Act. The foregoing description of the Sub-Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Sub-Advisory Agreement, a copy of which is attached as Exhibit A hereto and is incorporated herein by reference. Except as described herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Person has no present plans, proposals or intentions which would result in or relate to any of the matters de