Non-investment grade debt securities in the lowest rating Other legal risks relate to environmental issues and industrial actions or to actions by special interest groups and actions non-U.S. entity which is classified as a corporation for U.S. federal income tax purposes, and which earns at least 75% of its annual gross income from passive sources (such as interest, dividends, rents, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. occupancy levels. He was responsible for the day-to-day operation of the firm, and he was the head of distribution. changes will adversely affect such companies earnings and dividends when costs are rising. See Plan of Distribution.. charged. The minimum initial and additional investments may be reduced at the Advisers discretion. In particular, because of the long time-lag between the As of [ ], all Trustees and Officers of the Fund, as a group, owned less than 1% of the outstanding Shares of degree of uncertainty. considering an investment in the Fund. respectively characterized as ordinary dividend income or long-term capital gain when distributed as dividends for U.S. federal income tax purposes to Shareholders. What is the tax treatment of the Fund and my distributions? No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment institutional investors only. of investment experience, StepStone believes that these tools enable the firm to identify historically top performing. Qualifications and Attributes. The overall performance of the Funds Secondary Investments will depend in Similar infrastructure investment imperatives exist in other major economies around the world. Our website, www.stepstonepw.com, is the best source for the most current information on the Fund. 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 Investments, Co-Investments and Primary Investments. secondaries). the Fund as an investor in the Investment Funds. (closed-end company that is registered under the Investment Company Act of 1940 (the Investment Company Act)). interests of its clients, (B)the adviser describes its proxy voting procedures to its clients and provides copies on request, and (C)the adviser discloses to clients how they may obtain information on how the adviser voted their proxies. 3 According to MSCI Private Infrastructure Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other RICs, REITs, partnerships, real estate mortgage investment conduits and certain trusts and foreign Users of infrastructure may react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and the Fund are [ ], each of whom is an Independent Trustee. broker-dealers and RIAs. (c)to remove from registration by means of a post-effective amendment any of the securities being registered which the cost of the Funds investments and cost of doing business, which could adversely affect investors. The Chairperson of the Nominatingand Governance Committee is [ ]. to the Foreign Shareholder), which tax is generally withheld from such distributions. Organizational costs include, among other things, the cost of organizing as a Delaware China is an emerging market and has demonstrated significantly higher volatility from time to time in comparison to developed The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. repurchase agreements will continue to be subject to the current asset coverage requirements, and a fund trading reverse repurchase agreements will need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or StepStone Group | LinkedIn power to exercise control over the management or policies of such company. dividends that you receive from that Share. To the extent permitted by law, the Fund intends to invest alongside other StepStone advised funds and He also co-founded Carolon Investment Funds headquartered in Dublin,Ireland to assist asset managers with fund structuring and regulatory oversight. Transportation and logistics (e.g., toll roads, airports and seaports). The CFTC, along with the SEC and other U.S. federal regulators, has been tasked with developing the See Share Repurchase Program.. sector, geography, vintage and asset size, with a focus on managing risk while considering the underlying investment and infrastructure characteristics of each opportunity when assessing relative attractiveness and associated portfolio construction Board Committees described below. Persons who are fiduciaries with respect to an employee benefit plan,IRA, Keogh plan, or other arrangement subject to such Investment Funds. Mr.Sittema has served as the CEO of an industry-leading private markets asset manager and the Chairman of the Board of numerous publicly registered funds designed for individual investors. Responsibility for monitoring and overseeing the Funds investment program and its management and operation is vested in the individuals who serve on the valuation of the Funds investments in the Private Market Assets is performed in accordance with Topic 820 Fair Value Measurements and Disclosures. value. 900 professionals across 24 offices in 15 countries. As portfolio manager, Adam Reisler has primary responsibility for ongoing research, recommendations, and portfolio management 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 indications and financial market scenarios are no guarantee of current or future performance. This Notice and StepStones policy regarding treatment of nonpublic personal information of Notice Recipients also apply to former procedures of the Board and any Board committees and oversees periodic evaluations of the Board and its committees. amount and character of distributions received from the Fund during the preceding calendar year. related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers business. StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. performance of the Funds investments, including exacerbating other pre-existing political, social and economic risks. Capital gain dividends and any amounts retained by the Fund which are properly reported by the Fund as undistributed capital gains will not be subject to U.S. tax See Investment Program StepStone Allocation THE FUNDS SALE OF SHARES TO ERISA PLANS IS IN NO RESPECT A themselves typically have a duration of ten to fifteen years. also have adverse consequences for all assets of that type, including the underlying assets in a Co-Investment. and none is expected to develop in the foreseeable future, Shareholders will not be able to liquidate their investment, other than through the Funds share repurchase program, or, in limited circumstances, as a result of transfers of Shares to These and other inherent business risks could affect the performance and value of Co-Investments. Advisers and certain of their investment professionals and other principals, may also carry on substantial investment activities for their own accounts, for the accounts of family members and for other accounts (collectively, with the other accounts Accordingly, many funds managed by top-tier private market firms will be unavailable for a primary investment at any given time. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real . Reverse Repurchase Agreements. It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. Nia Tam. Agreement and other initiatives by international, U.S. federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose infrastructure assets to so-called transition risks in addition to physical risks, such as: (i)regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance 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. portion of the funds lifecycle as investment-related expenses and fees accrue prior to the realization of investment gains from portfolio investments, with the trend typically reversing in the later portion of the funds lifecycle as its investment strategy, through team, platform and performance assessments, discussions with third party references (including the Investment Manager community, limited partner community, and portfolio company founders), Investment Manager in the Private Market Assets held by the Fund, are available to satisfy all liabilities and other obligations of the Fund. Healthcare properties and healthcare providers are affected by several impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative. Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities with correlation coefficients of 0.0, -0.1 and 0.1, respectively. interest or incentive allocation generally equal to 20% of the net profits earned by the Investment Fund that it manages, typically subject to a preferred return. Portfolio companies may operate in highly competitive markets each investor attests that he or she meets the suitability standards as stated in the prospectus and/or investor application and agrees to be bound by all its terms. The Trustees who are interested persons, as defined in the 1940 Act, of the Fund and the Funds officers do not receive compensation from the Fund. foreign taxes. one third the value of its total assets (including the indebtedness). There can be no assurance that such target will be achieved or that the investment will be able to implement its investment strategy, achieve its The Fund may borrow money in connection with its investment activities, to satisfy repurchase requests from Shareholders and things, diversify its holdings so that, at the end of each quarter of each taxable year, (A)at least 50% of the market value of the Funds assets is represented by cash, cash items, U.S. government securities, securities of other In implementing the Funds liquidity management program, so as to minimize cash drag while providing the necessary liquidity to support the Hill and the University of Virginia School of Law. will provide certain administrative and fund accounting services to the Fund. all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be characterized as ordinary income. Set forth below is the number of holders of securities of the Registrant as of [ ]: Reference is made to Article[5.2] of the Funds Agreement and Declaration of Trust filed as Exhibit(a)(3) to The Shareholder Notification will contain information Shareholders should StepStone Infrastructure & Real Assets StepStone Real Estate The Carlyle Group Ms. Rigdon's experience includes representing: StepStone Real Estate in raising US$1.4 billion for its fourth flagship real estate fund, exceeding the US$1 billion target, and simultaneously raising multiple co-investment vehicles Reverse repurchase transactions are a form of leverage that may also increase the volatility of an 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. Infrastructure assets tend to perform better in inflationary environments as Private companies, projects or properties may be required to rapidly implement and improve operational, regularly post updated information regarding our portfolio and activity in documents such as the most recent Prospectus and Statement of Additional Information, a monthly fact card, an investor presentation, a fund commentary and the portfolio Financial Institutions Risk. The Advisers and their affiliates act as investment advisers to other clients that may invest in securities for which no management. March 31. attractive than historically available investment vehicles providing similar exposure. It is These private The Advisers will oversee the valuation of the Funds investments on In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force majeure event the state, local and foreign tax consequences of an investment in Shares and the particular tax consequences to them of an investment in the Fund. The long-term nature of concession Certain Infrastructure Assets may include assets outside of the committee, which composes of senior investment professionals responsible for making final investment approvals and ensuring that there is consistency across investment decisions and client portfolios, will conduct a detailed review of each If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the The principal elements of the Funds investment strategy include: (i)allocating the assets of the Fund largely committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation. Any representation to the contrary is a criminal offense. The decline in the broader The Fund will not In addition, the forestry and timber Mr.Long has three decades of experience in the What provisions exist for the repurchase, transfer or sale of Shares by Shareholders? to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, Tax conventions between certain countries and the United States may reduce or eliminate inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its 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. Matthew Moreno - Vice President, Infrastructure - StepStone Group based upon the Funds daily NAV per Share. The initial operating expenses for a newly formed fund, including start-up costs, which may be significant, may be higher than the expenses of an established fund. The impact of changes in legislation, if any, on shareholders, the Fund, and the entities through which the Fund invests is Amended and Restated Agreement and Declaration of Trust. particular Share repurchase or transfer may not be changed after the valuation date established by the Fund in respect of that repurchase or transfer. Any expenses of the DRIP will be borne by the Fund. Pursuant to Rule206(4)-6 and Shareholders should consult their tax advisors regarding their cost basis reporting options and to through the Funds investments in the underlying assets, including any fees and expenses charged by the Investment Managers (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or interests across a variety of Infrastructure Assets such as: Communication/digital infrastructure (e.g., towers, data centers and fiber). material adverse effect on the value of the Shares. The Board has concluded, based on each Trustees experience, qualifications and All organizational and offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser. Any offering costs paid by the Adviser on behalf of the Fund will be recorded as a payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. The Fund may be required to maintain minimum average order contains certain conditions that limit or restrict the Funds ability to participate in such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment use of those funds, the use of leverage will decrease the return on the Fund if the Fund fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. However, the SEC exemptive be reduced below [$25,000]. which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment; may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, directly or indirectly in the Fund or an Investment Fund. Although not part of the Funds primary strategy, to the extent that the Fund invests in an Investment Fund that is itself a fund of funds, the Fund will bear a third layer of fees. Initial and any additional purchases of Shares of the Fund by any Shareholder must be made via wire transfer of funds or Existing and new investments are dynamically evaluated to assess the blended risk, return and liquidity profile of the Fund. In May 2019, this scorecard became a mandatory component of all primary fund underwriting across all asset classes. compliant) with extensive reporting and withholding requirements designed to inform the Treasury of U.S.-owned foreign investment accounts unless various U.S. information reporting and diligence requirements (that are in addition to and The In such case, the Fund may report the retained amount as undistributed capital gains to its Shareholders, who will be Financial the Fund and [ ] as administrator (the Administrator). Moreover, The cost basis method applicable to a particular Share repurchase may not be changed after the valuation date established by the compensation for, the Fund, an Investment Fund or a portfolio company. industry is highly cyclical and the market value of timber investments is strongly affected by changes in international economic conditions, interest rates, weather cycles, changing demographics, environmental conditions and government regulations, Each Share has one vote at Shareholder meetings, with The minimum initial investment may be reduced at the Advisers companies, as well as prominent endowments, foundations, family offices and private wealth clients. In the near term, the Alternatives, a private markets industry group, and during his term as Chairman, led several of its strategic initiatives. (Prospectus). interests across a variety of private infrastructure investments within areas such as, but not limited to, transport and logistics, renewables and energy, communications/digital infrastructure, utilities, social infrastructure, natural capital, and income or loss in accordance with Section988 of the Code. In determining its NAV, the Fund will value its investments as of the relevant Determination Date. generally. regulatory related issues. Venture Capital and Growth vice president in KPMGs infrastructure investment advisory and asset management business, which was merged with StepStone in May 2016. infrastructure spending over the next few decades. In addition, interest and investment the Co-Investment. Private equity investments may be structured using a range of financial instruments, including common and preferred equity, subordinated debt and warrants, or other instruments, depending In select cases, the Fund may allocate a portion of its investments to other private market asset classes, including but not changes in market conditions could result in the Funds anticipated investment period extending as long as six months. Tax Aspects Distributions.. Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations. Mezzanine loans also may include a put feature, which permits the holder to sell its equity interest back to the borrower at a The Fund intends to satisfy the requirements each taxable year necessary to qualify as a regulated investment company or RIC under Subchapter M of the Code. 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. infrastructure asset may be forced to increase preventative security measures or expand its insurance coverage, adversely affecting the profitability of investment in that asset. Electric vehicles (EVs) are poised to play a leading role in on-road transportation in the coming decades which will require dramatic transformation of auto-manufacturing facilities and Instead, each remains in effect. StepStone Europe Limited: England and Wales: StepStone GC Manager, L.P. Delaware: StepStone Gesto de Recursos Ltda.

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