degree of uncertainty. sole discretion. ability of the Fund to fund subsequent repurchase requests of Shareholders or to conduct future repurchases at all. investments to optimize risk, return, volatility, correlation and liquidity. asset diversification test (or such other prescribed time period), the RIC either disposes of the assets that caused the asset diversification failure in order to satisfy the asset diversification test, or otherwise satisfies the asset Do investors have to pay a fee in association with the repurchase of Shares? Each such item will have gains, if any, at least once a year. These expenses will be in addition to the direct expenses incurred by the Fund. to the Foreign Shareholder), which tax is generally withheld from such distributions. StepStone Europe Limited: England and Wales: StepStone GC Manager, L.P. Delaware: StepStone Gesto de Recursos Ltda. According to McVitty's LinkedIn profile, she has joined StepStone Infrastructure and Real Assets as principal, a role she took on last month. The Fund will invest a portion of its assets in Investment Funds, some of which may be classified as partnerships for U.S. With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in know the amount of such proceeds prior to making a decision to tender. Alternatively, in certain cases, an election can be made to mark-to-market the shares of a PFIC held by the Fund at the end of the Funds taxable year (as well as For more details regarding the Funds estimated organizational and offering operations. As the Investment Fund matures and as assets are sold, the Advisers believe that the pattern typically reverses with increasing NAV and distributions. Shareholders can access Infrastructure Assets through an investment product with terms that are more Fund. believes that a closed-end structure is most appropriate for the long-term nature of the Funds strategy. Rule17j-1 under the 1940 Act and the Codes are designed to prevent unlawful practices in connection with the purchase or sale Research Providers would include in depth research, global issuer analysis, and voting recommendations. balance total returns with reoccurring distributions and liquidity targets. income, gain, loss and deduction allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partners taxable year. repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. Infrastructure Assets will include direct and indirect investments in various companies, business or reputation of the Fund, the Board of Trustees, the Advisers or any of their affiliates, or may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences; any of the representations and warranties made by the Shareholder or other person in connection with the After execution of a concession agreement, the relevant government bodies may seek to limit such Co-Investments ability to increase, or may seek to reduce, tolls or other usage-related fee rates outside the scope of the respective concession agreements, as a result of factors such as general economic The global capital markets have undergone substantial structural changes since the 2008-2009 global financial opportunities in the industrial economy in light of the number of areas that may need to be developed, expanded or modernized. consider in deciding whether to tender their Shares for repurchase. Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other For the purpose of determining whether the Fund satisfies the gross income test, the character of the Funds distributive The Acquired Fund Fees and Expenses are based on estimated amounts for the Funds first 12 months of the Adviser and the Funds officers and Board of Trustees. Shareholders should send communications intended that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended. The foregoing will not apply, however, to any Funds assets (including any proceeds received by the Fund from the offering of Shares) are invested in Private Market Assets. endowments, foundations, family offices and private wealth clients. StepStone advises and/or manages accounts other than that of the Fund, which may give rise to certain conflicts of interest. financial obligations held by the Fund or on its overall financial condition or results of operations. The Fund will not operations. With respect to evergreen funds such as the Fund, At the growth stage, we target companies with revenue of at least $10 million and often serve as lead investors. Investing in the Shares may be considered Alternatively, if a plan, or other arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the Code (an ERISA Plan) should consider, among other things, the matters described below before determining The overall performance of the Funds Secondary Investments will depend in in those jurisdictions. Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will look through to the assets held by such The Fund seeks as Trustees individuals of distinction and experience in business and finance, government service or academia. charitable remainder unitrust (each as defined in Section664 of the Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust. through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. unaudited). depth at the underlying asset level. that income to the Fund or the included income is derived with respect to the Funds business of investing in stocks and securities. the time period between the Notice Date and the Valuation Date, general economic and market conditions, or specific events affecting one or more underlying Private Market Assets, could cause a decline in the value of Shares in the Fund. If the Fund holds greater than 10% of the interests treated as equity for U.S. tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RICs The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary real estate investment trust (REIT) dividends. Further, all investment professionals are eligible for a short-term incentive bonus each year that is investments requires a commitment to ongoing risk management. Set out below are practices that the Advisers may follow. transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. the Funds interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Fund in the Investment Fund to avert such a failure (e.g., the disposition of assets causing the asset diversification discrepancy) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the Private Market Assets. The 1940 Act imposes significant limits on co-investments with affiliates of the Fund. traded securities in which a financial intermediary is an investor or makes a market. return profile of each Fund opportunity and will look to tactically tilt the portfolio in situations where market dynamics make it attractive to do so, while still seeking to avoid over-concentration. Shares and ClassS Shares at the annual rate of [ ] of the aggregate NAV of ClassT Shares and ClassS Shares, determined and accrued as of the last day of each calendar month (before any repurchases of Shares). limited extent on matters that may be adverse to the Funds interests. The StepStones legitimate business interests and accordingly Notice Recipients specific consent is not required. Bank Holding Company Act of 1956, as amended, certain Federal Communications Commission regulations, or ERISA (as hereinafter defined) (collectively, Special Laws or Regulations), and the Fund determines that the Shareholder is likely to requirements (as discussed below). It is Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account the foregoing, may give rise to additional conflicts of interest. The effect of the Dodd-Frank Act or other regulatory change on the Fund and/or Investment Funds, while impossible to predict, The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private The offices of the Adviser are located at 128 S Tryon St., Suite 880, Charlotte NC 28202, and its telephone number is (704) 215-4300. The Board of Trustees oversees these risks as part of its broader oversight of the Funds affairs through various Board and committee The Fund will distribute payment to Shareholders within [seven] calendar days after the Repurchase Pricing Date. Financial intermediaries that invest in an Investment Fund or a portfolio company may do so on terms that are more favorable than those of the Fund. 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 are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. voting securities of such issuer and (B)not more than 25% of the market value of the Funds total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of allocation of offering proceeds thereto and the performance of the Infrastructure Assets. Funds assets. The Team StepStone Infrastructure and Real Assets ("SIRA") was formed in 2014 and is the infrastructure and real assets business group of StepStone Group, which focuses on private markets investments. investment in infrastructure and infrastructure-related assets. reasonably practicable for the Fund to dispose of its securities or to determine the value of its net assets. Specifically, the Fund may borrow money through a credit facility or other arrangements to fund investments in it infrequently uses brokers in the normal course of business. relevant Investment Manager, or whether to adjust such value to reflect a premium or discount to such NAV. The Fund intends to make distributions semi-annually in amounts that represent substantially all net Our investments may be concentrated in specific geographic regions. discussions with members of the risk teams relating to each asset class. monthly basis. could be realized upon the sale of that security. by the Fund, generally will have the same tax consequences as described above in respect of a Share repurchase that qualifies for sale or exchange treatment. value of the collateral for the loan. The Codes apply to the personal investing activities of Trustees and officers of the Fund, the Adviser, and the Sub-Adviser (Access Persons). The SAI provides additional information about the portfolio managers compensation, other managed accounts and ownership (v)fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi)distribution and/or shareholder servicing fees, as applicable; (vii)taxes; and (viii)extraordinary expenses resulting from MSCI, Bloomberg, Burgiss, NCREIF, Cliffwater, HFRI, J.P. Morgan Asset Management, May31, 2022. five to seven years. StepStone Group Europe Alternative Investments Limited ( the Manager) acts as an alternative investment fund manager to a diverse range of financial products ( product) which invest into a range of asset classes and pursue a variety of investment strategies. account? Advisers,Investment Funds or portfolio companies or investment vehicles managed or sponsored by the Advisers or Investment Managers may (i)purchase securities or other assets directly or indirectly from, (ii)enter into financial or The fair value prices can differ from market prices when they become available or activity. Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Advisers) as of [ ], is set forth in the table below. participation in the growth of the remaining assets, or a specific asset, beyond a funds traditional exit time frame. furnishing an IRS FormW-8BEN,IRS FormW-8BEN-E,IRS In Private investment funds are collective asset pools that typically offer their securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, in connection with the disposition of its portfolio securities; (5)make loans of money or securities to other persons, item except through purchasing If prospective investor generally must maintain or open a brokerage account with a financial institution where a selling agreement has been established (Selling Agent). Please be aware that in purchasing Shares, custodians or trustees of employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by ERISA or other applicable laws and to the prohibited transaction As a result, the risks of a dispute Renewable Energy Transition: The global energy mix is shifting from fossil fuels to renewables. [1.50%] of the investment amount. The deal values the business, known as SIP, at $1.25 billion, said a person familiar with the terms who asked not to be identified because they're private. to [3.00%] and a maximum dealer fee of [0.50%] of the investment amount. ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, prohibited transactions, and other standards. The tax consequences to a Foreign Shareholder entitled to claim the benefits of an applicable tax treaty diversified investment portfolio of private infrastructure assets, which is an asset class that is often less correlated to both public and private assets and can potentially be a hedge against inflation and rising interest rates. indications and financial market scenarios are no guarantee of current or future performance. such measurements may not be as reliable as performance information for other investment products because, among other things: (i)there is often no market for underlying investments, (ii)Private Market Assets take years to achieve a 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 A U.S. investments. uncertain. Subscriptions will be effective only upon the Funds acceptance, and the Fund reserves the right to reject any subscription in whole or in part in certain limited circumstances In addition, the Adviser is responsible for the operational and governance aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds repurchase offers and distributions and generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. Any current or past non-compliance with such requirements could subject the underlying assets of a Co-Investment to material administrative, civil, or criminal penalties or other liabilities. Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with Self-Storage Properties. control person of the Fund for purposes of the 1940 Act. such nominee will participate on such Shareholders behalf. should consider the potential state and local tax consequences associated with an investment in the Fund. Certain LIBORs were generally phased out by the end of 2021, and some regulated entities have ceased to enter into new LIBOR-based contracts beginning January1, 2022. Advisers Act). Primary Investments: Investments in Investment Funds actively fundraising that are sponsored by who we Essential Services Resilient to the Economic Cycle: User demand patterns for infrastructure assets tend to be For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Adviser may need to price the security using the Funds fair value pricing guidelines. The different share NAVs will be calculated separately based on the fees and expenses applicable to each class. the Fund were to recognize excess inclusion income derived from direct or indirect investments in residual interests in real estate mortgage investment conduits or taxable mortgage pools. multiple Investment Funds. proceeds from any sales or other dispositions of CFC stock during the Funds taxable year. certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above. Long-term Cash Flow Predictability: Regulated and heavily contracted business models provide long-term revenue Portfolio companies may operate in highly competitive markets that is prohibited by ERISA or the Code or is otherwise inappropriate. Utilities (e.g., electricity distribution and transmission, district heating& cooling and A U.S. federally tax-exempt Shareholder may also recognize UBTI if the However, certain actions typically taken by RICs to avert such a failure (e.g., the disposition of assets causing the diversification the Fund (before the close of the day the transaction is entered into) to characterize the gain or loss attributable to such contract or financial instrument as capital gain or loss. Valuation Procedures provide that the Fund will value its investments in Private Market Assets at fair value. StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. characteristics, in the form of essential services, barriers to entry, contracted cash flows or regulated returns, the risk and return profile of infrastructure investments does differ across sectors and strategies, and assets are often grouped into Certain Secondary Investments may be purchased as See Plan of Distribution.. voting power or value of all classes of shares of a foreign entity classified as a corporation for U.S. federal income tax purposes. The Board of Trustees has a separately-designated standing Audit Committee. principal business address is [ ]. that are the same as, different from or made at a different time than, positions taken for the Fund or an Infrastructure Asset. securities listed on U.S. exchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of the securities. a few key categories, reflecting these differences. to additional conflicts of interest. 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 Through this process, SIRA can identify the most attractive opportunities and focus their resources on the most concession agreement. The Fund may acquire certain foreign currency forward contracts, enter into investment solutions and advisory and data services to its clients. Shares will be offered in a continuous offering at the respective [ ] serves as the Funds Distributor pursuant to a distribution agreement (Distribution Agreement). common officers, directors, advisers, members or managing general partners. StepStone Group (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. Investors may purchase Shares of the Fund daily 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. We may invest, directly and indirectly, in companies located in emerging industrialized or less connectivity. The Fund intends make direct and indirect investments in debt and equity The Independent Trustees Committee is responsible for assessing the flow of information between our management and the Board and overseeing the annual approval process of the continuing administrative and judicial interpretation and review. (2), Distribution and Shareholder Services Plan. Fiscal Year 2021 Fourth Quarter and Full Year Earnings Presentation this reporting requirement, but, under current guidance, equity owners of RICs are not excepted. From time to time, the Fund or its affiliates may come into possession of material, non-public information concerning an entity in which the Fund has invested or proposes to invest. The Fund may elect to retain its net capital gain or a portion thereof for investment and be subject to tax at corporate rates regulation that may limit the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. The Distributor is authorized to enter into Sub-Distribution Agreements with brokers, dealers and certain RIAs and other financial intermediaries to effect the distribution investment and to provide broker dealers with more flexibility to facilitate investment. Venture Capital and Growth (iii)transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of Private Market Assets and other investments; (iv)interest payments incurred on borrowing by the Fund; initial investment for any individual investor will not be reduced below [$25,000]. Shares will ordinarily be exempt from U.S. tax unless, in the case of a Foreign Shareholder that is a nonresident alien individual, the gain is U.S. source income and such Foreign Shareholder is physically present in the United States for more than Risks Associated with Covenant-Lite Loans. 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 opt-out, StepStone will be permitted to disclose personal information to its affiliates to the extent necessary or appropriate for such affiliates to perform services for the benefit of the Notice Recipient. intermediaries may be subject to certain conflicts of interest with respect to the Fund. The Administrator provides or arranges for certain administrative services to be provided to the Fund, among those Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. (vii)variations in rental income, neighborhood values or the appeal of property to tenants; (viii)the availability of financing and (ix)changes in interest rates. independent of such affiliated persons, that are duly authorized to make such investment decisions, and that have not relied on any individualized advice of such affiliated persons, as a basis for the decision to invest in the Fund. Special Situations and Distressed Investments. bi-weekly to review, prioritize and analyze investment opportunities. Some or all of the Investment Funds in which the Fund intends to invest charge carried interests, incentive fees or allocations based on the Investment Funds performance. While the Code ordinarily affords the Fund a 30-day period appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. Such transactions may certain ongoing asset diversification, source-of-income and annual distribution requirements. Board. The NAV of the Fund will equal, systems capable of addressing alternative Reference Rates. Pursuant to EEA data protection legislation, investors have the right to object to processing of nonpublic personal information and a number A Shareholder in the relevant information reasonably available at the time the Fund values its portfolio. expectations of return and liquidity of each asset of the Fund. This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to information to nonaffiliated third parties (including service providers to StepStone), but only to the extent necessary or appropriate for such third parties to perform services for the benefit of the Notice Recipient and only if StepStone believes The Sub-Adviser, as a matter of policy and as a fiduciary to the Fund, has responsibility for voting proxies for portfolio securities consistent with the best economic interest of the Fund. In order to qualify as a RIC, the Fund must, among other things: Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. Growth, May 2022. To manage the risk that such income might jeopardize ample number of qualified candidates for the Funds Board as they deem appropriate, they will consider nominations from Shareholders to the Board. Investments in smaller capitalization companies often involve significantly greater risks than the value increases to an amount greater than its net proceeds as stated in the prospectus. A description of the factors considered by the Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets. The China is an emerging market and has demonstrated significantly higher volatility from time to time in comparison to developed is speculative and involves certain risks. Investors should contact their broker or other financial professional for more information about the costs associated with opening such an account. The discussion of ERISA and the Code contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. 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 such portfolio companies, which may ultimately have an adverse impact on the NAV of the Fund. Instead, each partner of the partnership is required to take into account its distributive share of the partnerships net capital gain or loss, net short- term capital gain or loss, and its other items of ordinary income or loss The Advisers or their affiliates provide or may provide investment advisory and other services to various entities. reduction in the Shareholders proportionate interest in the Fund or results in a complete redemption of the Shareholders Shares, in each case applying certain constructive ownership rulesin the Code. Investment Advisory, Sub-Advisory and Distribution Agreements. The oversight responsibilities, are described further under Independent Trustees and the Committees.. open-end management investment companies registered under the 1940 Act, the Funds NAV is calculated based upon the NAVs of those open-end management investment for the Fund or an Investment Fund. Geographic Concentration Risks. fuels. Nonpublic Personal Information that StepStone Discloses. Indemnification of Investment Funds,Investment Managers and Others. Climate Risk. of each of the underlying investment strategies are outlined below under Investment Program., We cannot Primary Investments, or primaries, refer to investments in newly October31st of such calendar year, and adjusted for certain ordinary losses), and (3)any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. amount and character of distributions received from the Fund during the preceding calendar year. power to exercise control over the management or policies of such company. No market currently exists for ClassT, Disclosure of Nonpublic StepStone may Control Positions. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Funds investment portfolio will be engaged in substantial activities other than on Investors.. Desire to obtain the potential benefit of current income and long-term capital appreciation. Funds ability to do so may limit utilization of this statutory 30-day cure period and, possibly, the extended cure period provided by the Code as discussed above. Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of of the Fund are present or represented by proxy; or (b)of more than 50% of the outstanding voting securities of the Fund, whichever is less.