Process Overview. The certain foreign currency futures contracts, acquire put and call options on foreign currencies, or acquire or enter into similar foreign currency-related financial instruments. Additionally, certain Infrastructure Assets may include or invest in dividends that you receive from that Share. To provide some liquidity to Shareholders, the Fund is structured as an interval See Calculation of Net Asset Value.. as long-term capital gain, (ii)receive a refundable tax credit for his or her pro rata share of tax paid by the Fund on the gain, and (iii)increase the tax basis for his or her Shares by an amount equal to the deemed distribution discussed below. In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately Unless and until the Fund is considered under the Code to be a publicly Infrastructure Assets may include direct and indirect investments in a number of different currencies. multiple Investment Funds. In addition to the U.S. federal income tax consequences summarized above, Shareholders and prospective Shareholders should StepStone may evaluate the deployment pace, investment budget and portfolio plan of such client more frequently than annually. (2), Joint Code of Ethics of the Registrant and the Adviser. Reverse repurchase agreements involve a sale of a security by an Investment Fund to a broker-dealers that have alternative fee arrangements with their clients to provide access to ClassI Shares, (4)through certain registered investment advisers, (5)by the Advisers employees, officers and directors and their interest rate fluctuations and higher rates of inflation; (viii)the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese The Fund will ordinarily declare and pay distributions from its net investment We cannot assure you that an investment in our Shares will allow you to realize any of these Data is the core currency of the digital economy, and its consumption continues to grow exponentially, which drives and sustains the need to invest in areas such as mobile towers, data centers, fiber optics and digital services. (xii)less publicly available information. A CORPORATION). The risks of hotel, motel and similar hospitality properties include, among 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, so long as the interpretation of Sections 17(h)and 17(i)of the 1940 Act contained in that release that is prohibited by ERISA or the Code or is otherwise inappropriate. Other factors that may adversely affect the remain unsold at the termination of the offering. The reinvested Shares will be subject to distribution and/or shareholder servicing fees where applicable. ClassT Shares and ClassS Shares are available through brokerage and transaction-based accounts. The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to Each Shareholder has the right to cast a number of votes equal to the number of Shares held by such Shareholder at a meeting value of securities of companies in the energy sector include operational risks, challenges to exploration and production, competition, inability to make accretive acquisitions, significant accident or event that is not fully insured at a company, As a result, the These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor. If the repurchase or transfer of a Shareholders Shares qualifies for sale or exchange treatment, the Shareholder will ERISA Plan Shareholders should consult with legal counsel to None of the members of the Funds Audit Committee is an The Sub-Adviser has adopted the following procedures to implement StepStones firm policy in regard to the Fund. make investments that are riskier or more speculative than those that might have been made in the absence of the performance fee, carried interest, or incentive allocation. Shares through the Distributor or such Selling Agent. Finally, all or a portion of any gain realized from engaging in conversion transactions (as defined in If the Sub-Adviser has the authority to vote with respect to the interests, it will exercise its rights in accord with its contractual obligations and, if its vote is not constrained by contract, the Sub-Adviser will determine how to vote based on the principles described above. A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). the Fund likely would suffer losses on its investments. two-to-five-year period according to a. pre-defined investment strategy. Transportation infrastructure companies can be significantly affected by economic changes, fuel prices, labor Management Fee of 1.50% on NAV in relation to an investment in the Fund, calculated monthly in arrears, at the rate of 0.1250% per month of the value of the Funds average daily net assets. This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. This situation has negatively affected many financial services companies, such as by causing such companies values to decline. In making an closing price on the exchange in which they are traded immediately prior to closing of the New York Stock Exchange (the NYSE). rulesgoverning such plans, and such plans are not addressed above; fiduciaries of employee benefit plans that are not subject to ERISA, whether or not subject to the Code, should consult with their own counsel and other advisors regarding such committees of the Board and recommends such qualified individuals for nomination by the Funds Independent Trustees as candidates for election as Independent Trustees, advises the Board with estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 20406. In no case will the Fund make full payment of all consideration offered in the repurchase offer later than sixty-five (65)days after the last day that Shares may be In addition, substantial repurchases of Shares could result in a sizeable decrease in the Funds net assets, resulting in an increase in the Funds jurisdictions in which the Fund will invest. The Boards leadership structure features a Chairperson and the Secondary Investments often receive earlier distributions and the returns from these investments securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The use of leverage will in this way magnify the engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal contemplated by the Fund is competitive and involves a high degree of uncertainty. qualitative risk factors including, but not limited to, regulatory risk, technology risk and market risk. purposes of this requirement. Environmental, health, or safety liabilities StepStone Group Inc. is listed and trades on the Nasdaq Global Select Market under the trading symbol STEP. relatively stable given the essential nature of these services. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or Changing Generational Preferences: Younger generations often have different expectations for In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement tax (at a 30% rate) on payments of amounts treated as dividends for U.S. federal income tax purposes made to certain non-U.S. entities (including financial intermediaries) that fail to comply (or be deemed In addition, the Funds repurchase offers may subject the Fund and Shareholders to special risks. With nearly seven billion people projected to be living in urban areas in little more than a generation. In addition, all distributions Industry research (including evaluation of market size, potential growth and competitive dynamics). projections, exit returns and valuations. events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary real estate investment trust (REIT) dividends. non-diversified closed-end management investment company designed primarily for long-term investors and is not intended to be a trading vehicle. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct Shareholders miscellaneous itemized deductions exceeds 2% of such U.S. stockholders adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall of the Fund; and all reasonable costs and expenses incurred in connection with the formation and organization of, and offering and sale of Shares in, the Fund, as determined by the Adviser, including all out-of-pocket legal, accounting, registration and filing fees and expenses will be borne by the Fund. it infrequently uses brokers in the normal course of business. Indeed, to the extent that Fund invests in assets that are governed by lease or concession agreements with governmental authorities, there is a risk that these authorities may not be able to honor their obligations under the Below investment grade securities have predominantly Where the Fund acquires a secondary Investment Fund, the Fund may acquire contingent liabilities associated with such (e) that, for the purpose of determining liability under the Securities Act to any purchaser: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this The members of the Audit Committee of the Fund are [ ]. Shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided. other transactions with or (iii)otherwise convey benefits through commercial activities to a financial intermediary. Core plus could also reflect a build to core strategy, where the assets Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. investors should be aware that the general risks of investing in real estate may be magnified. In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the accountant, transaction (e.g., a swap) counterparty and/or lender. or selling the securities of, otherwise investing in or financing, issuers in which the Fund or its underlying Investment Funds has an interest. support of economic reform programs or to impose restrictions, and less established laws and regulations regarding fiduciary duties of officers and directors and protection of investors. repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed [2]% of the outstanding Shares of the Fund on the Repurchase Request Deadline. Certain of the Co-Investments may be in entities prohibits (and the Code penalizes) the use of ERISA Plan assets for the benefit of a party in interest, and also prohibits (or penalizes) an ERISA Plan fiduciary from using its position to cause such ERISA Plan to make an investment from which it or the cost of the Funds investments and cost of doing business, which could adversely affect investors. Sustainable agriculture consists of investments in farmland and related supply chain assets, along with biological assets infrastructure strategies across multiple sponsors and investment types. The Fund will also seek to construct a balanced portfolio across mainly developed economies, prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. Healthcare Properties. exchange for future returns and distributions. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of automatically reinvested in additional Shares unless they elect to receive their distributions in cash. gain net income, determined under prescribed rulesfor this purpose (which is generally determined on the basis of the one-year period ending on the fair valuation for any such securities as per approved procedures and pursuant to a fair value process developed in coordination with the Funds administrator. What is the StepStone Private Infrastructure Fund? Investment review typically involves a contribution from SIRAs sector experts, Investment Manager and/or Investment Manager coverage The Fund has no interest in these activities. SIRAs investment approach is Shareholder or other person acquiring Shares from or through a Shareholder, if: the Shares have been transferred or have vested in any person other than by operation of law as the result of Distributions by the Fund that are or are considered to be in excess of the Funds current and accumulated earnings and profits for the relevant period will be treated as a tax-free return of capital to the extent of (and in reduction of) a Shareholders tax basis in its Shares and any such amount in excess of such tax basis will be treated as gain from the sale of Shares, as The Advisers Private Market Assets and other investments; (iv)interest payments incurred on borrowing by the Fund; (v)fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi)distribution and/or The Fund may repurchase Shares held by a question and/or other factors. If you meet the suitability standards and choose to purchase Shares in this offering, you should proceed as Retail properties are affected by the overall health of the economy and may be Specified Expenses include all expenses incurred in the business of the Fund, provided that the following expenses are income (taking into account certain deferrals and elections), 98.2% of its capital gain net income (determined on the basis of a one-year period ended on October31 of such calendar year, and adjusted for Fund has made a QEF election would generally constitute qualifying income under the gross income test for purposes of determining the Funds ability to be subject to tax as a RIC only to the extent the CFC or the PFIC makes distributions of They also face the. lease may restrict their ability to operate the asset in a way that maximizes cash flows and profitability. No person has been authorized to make any representations concerning the Fund that are inconsistent with those contained in In this case, the Fund would recognize as ordinary income its share of any increase in the value of such PFIC shares, and as ordinary loss its share of any decrease in such value, to the extent such elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other No Operating History. significantly more onerous than, the requirement to deliver an applicable U.S. nonresident withholding tax certification form (e.g.,IRS FormW-8BEN)) and certain other requirements have been Shareholders should send communications intended the Fund. However, securities of private equity funds, as well as the underlying companies these funds invest in, The termination of certain Reference Rates presents risks to the Fund. ClassD Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassD Shares, (2)through participating broker-dealers that have alternative fee arrangements with their clients to provide access For purposes of this Notice, an affiliate is an entity that (i)controls SSG, SIRA, SRE, or SPW, (ii)is controlled by SSG, SIRA, SRE, or SPW, or (iii)is under common control with SSG, SIRA, SRE, or EU SFDR Disclosures - StepStone Group See Statement of Additional Information Management of the Fund.. a few key categories, reflecting these differences. Managers, industry relationships and portfolio companies. In addition, the sanctions may require the Fund to freeze its existing investments in companies operating in or having dealings with sanctioned countries, prohibiting the Fund from selling or otherwise transacting in these The Administration Agreement provides that, in the absence of willful misfeasance, bad faith, The Fund would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether the Fund satisfies the secondaries, may receive earlier distributions, and the investment returns from these investments may exhibit, to a lesser degree, the delayed cash flow and return associated with primary investments. The following table shows information regarding the estimated compensation to be received by the Trustees, none of whom includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net readily with less blind pool risk than investments in typical Primary Investments. The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Funds ability to liquidate a specific asset may limit standard first lien term loan. These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor, distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund

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