U.S. taxation of a Shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, or In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately the tendency to deliver negative returns and cash flows in the early years (due to the funds investment-related expenses and fees) and to deliver positive returns and positive cash flows later in the funds life as its portfolio The Family of Investment Companies is defined as any two or more registered investment companies that StepStone Infrastructure and Real Assets Group Completes Integration are subject to a nondeductible 4% excise tax. attractive than historically available investment vehicles providing similar exposure. All third parties that handle information must agree to follow the standards for confidentiality that StepStone has Mr.Long has served as the CEO of a Nasdaq-listed business development The Funds borrowings will at all times be subject to the Asset Coverage Requirement. Classof Shares for any month exceed the Expense Cap applicable to that Classof Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. investments to make distributions to their shareholders depends upon the ability of the tenants at the properties to generate enough income in excess of their tenant operating expenses to make their lease payments. 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. For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and exchange-traded funds, and in business development companies Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the Expanded Access: StepStone believes that individual investors have historically had limited access to The Shares have not been approved or disapproved by the Securities and Exchange Commission or any other U.S. federal or state governmental agency or regulatory authority or any national securities exchange. directly during the term of the derivative contract. the Sub-Administrator to the Fund, the Administrator pays the Sub-Administrator from the proceeds of the Administration Fee a balance in the Fund, as a result of repurchase or transfer requests by the Shareholder, is less than [$5,000]. Regulation D under the Securities Act. In connection with any given repurchase offer, it is 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. distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund Ordinarily, gains and losses realized from portfolio transactions will be characterized as capital gains Complete and execute a copy of an investor application. In so doing, the buyer will acquire the existing interest and take on any future funding obligations in Access. relevant investment factors with regard to the ERISA Plan; and that the decision to invest plan assets in the Fund is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Infrastructure Assets. See filing). adverse effect on the value of the Funds Shares and the amount of the Funds distributions. Funds Board of Trustees is comprised of persons who are independent trustees. The Fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do Notwithstanding as a straddle. To the extent the straddle rulesapply to positions established by the Fund, or the Investment Funds, losses realized by the Fund may be deferred to the extent of unrealized gain in the offsetting positions. Such securities may be Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets. The Fund may invest indirectly through Investment Funds in Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property may be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in An Investment Manager may, from time to time, cause an Investment Fund to effect certain principal transactions in securities Any amounts withheld will be allowed as a refund or a credit against the Shareholders federal income tax liability if the appropriate information is is not permitted. The Fund intends to make direct and indirect investments in debt and equity interests in Infrastructure Assets through the portfolio securities, brokerage commissions, transfer agent costs and performance and trading among funds in the same complex; and approving fidelity bond and related insurance coverage and allocations, as well as other matters that arise from time A publicly Under the Administration Agreement, the Fund pays [ ] an administration fee (the Administration Fee) in an amount up to [ ]% on an annualized basis of the Funds net This Statement of Additional Information (SAI) is not a prospectus. Prospective investors should read this processors, retailers, and industrial buyers, as well as related appreciation of farmland and supply chain assets. options transactions with respect to actively traded personal property may be considered, for tax purposes, to constitute straddles. In addition, investments by the Fund in particular combinations of Investment Funds may also be treated As a result, an Investment Fund with positive performance may receive compensation from the Fund, even if the Funds overall returns are negative. If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended The Repurchase Offer Amount, however, will be between 5% and 25% of the total number of Shares outstanding on the Repurchase Request Deadline. This Notice and StepStones policy regarding treatment of nonpublic personal information of Notice Recipients also apply to former Actively managing cash and liquid assets. ]: (1) StepStone receives performance-based fees from [ Infrastructure Assets may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. The Administrator maintains the required accounting related and financial books and other records of the Registrant at [ ]. If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will As portfolio manager, Adam Reisler has primary responsibility for ongoing research, recommendations, and portfolio management consultation with Sub-Advisers Chief Compliance Officer will determine how the Sub-Adviser should vote the proxy in accordance with applicable voting guidelines, fuel costs and other expenses of travel, and adverse effects of general and local economic conditions. 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 The Sub-Administrators (xii)less publicly available information. related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers business. estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 20406. This industry is also subject to stringent U.S. federal, state and local environmental, health and safety laws and regulations. other investors. The dividend reinvestment plan is discussed later in the document. a decline in consumer demand for certain goods and services, commercial disruption on a global scale, and general concern and uncertainty, all of which have caused social unrest and significant volatility in financial markets. mature. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to Shareholders, you should consider the Shares to We may not sell these securities Investment advisory services are provided to the Fund by the Adviser and Sub-Adviser pursuant to an investment advisory agreement (the Advisory Agreement) and an investment sub-advisory agreement (the The Funds investment objective and strategies are non-fundamental and may be international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other from, or sell securities or other property to the Fund, except that the Fund may in accordance with rulesunder the 1940 Act engage in transactions with accounts that are affiliated with the Fund as a result of common officers, directors, potential conflict of interest involving the Sub-Adviser, the Sub-Adviser will make written disclosure of the conflict to the Independent Trustees indicating how the Sub-Adviser proposes to vote on the matter and its reasons for doing so. The Board may also suspend or terminate offerings of Shares at any time. restricted access for individual investors. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or Value-Add: These investments typically include assets that have a SIRA employs an asset allocation strategy that seeks to benefit from the diversification of the The Advisers have adopted To assist in its responsibility for voting proxies, the Sub-Adviser may from time to This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. As a result, the It is treatment under federal income tax laws, such as U.S. financial institutions, insurance companies, broker-dealers, traders in securities that have made an election for U.S. federal income tax purposes to mark-to-market their securities holdings, tax-exempt organizations, partnerships, Shareholders who are not United States Persons (as defined in the Code), the foregoing, any capital loss realized by a Shareholder will be disallowed to the extent the Shares repurchased or transferred by the Fund are replaced (including through reinvestment of dividends) either with Shares or substantially identical Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933 or Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions Under the terms of an administration agreement between the Fund and the Administrator (the Administration Agreement), the Administrator is responsible for, In that case, all of its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions to Shareholders. to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such secondary Investment Fund. it provides investment management, investment advisory, or other services. Unless and until the Fund is considered under the Code to be a publicly offered regulated investment company, for to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). This data privacy notice The Fund is expected to incur organizational and offering expenses of approximately $[ ] in connection with the How does the Fund compensate the Adviser and Sub-Adviser of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment. The Fund will follow an open architecture approach, identifying investments from a range of relationships and sources the Fund as an investor in the Investment Funds. Organizational costs include, among other things, the cost of organizing as a Delaware the Code, as applicable. The Fund expects that most of its Primary Investments will be seasoned primary investments (Seasoned Primaries) which are Transfer; Shares Not Listed; No Market for ClassT, ClassS, ClassD, or ClassI Shares. Financial services companies are subject to extensive governmental Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate 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 The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. In addition, if the Fund is not treated as a publicly offered regulated investment company, the Fund will be subject to In other cases, the Advisers may be aware of sales of Group Private Wealth LLC, 128 S Tryon St., Suite 880, Charlotte, NC 28202, by calling (704) 215-4300 or by visiting the Funds website, www.stepstonepw.com. intergovernmental agreement with the U.S. to implement FATCA may be subject to different rules. condition to purchasing such securities. will be provided by periodic repurchase offers for a portion of the Funds outstanding Shares. Committee are comprised exclusively of Independent Trustees. However, in such case, a tax is imposed on the RIC, at the highest stated corporate income tax rate, on the net income generated by the assets that caused the RIC to fail the asset diversification test during the period for If the Fund distributes (or is deemed to have distributed) in respect of any calendar year less than an amount at least equal to the sum of 98% of its calendar year ordinary Market leaders generally offer multiple primary investments each year, but they may not offer funds within a given geography or that pursue a certain strategy in any particular year. accountant, transaction (e.g., a swap) counterparty and/or lender. The Advisers believe investors should consider the following factors when considering an investment in the Fund. Demand and Usage Risk. markets through economic cycles. 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, Keogh plans, pension plans and certain charitable entities). this prospectus. Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will look through to the assets held by such Repurchase Pricing Date. capital gains), whether or not the entity makes an actual distribution during such taxable year. the Code) other than the U.S. dollar.

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