ClassT Shares and ClassS Shares are available through brokerage and transaction-based accounts. until the registration statement filed with the Securities and Exchange Commission is effective. to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers, generally on an IRS FormW-9, or who otherwise fail to make required certifications, or if the Fund or the Natural disasters or terrorist attacks damaging sources of energy supplies will also negatively impact energy infrastructure companies. StepStone has established an RI due diligence process investment objective either through limits or requirements imposed on it or upon its counterparties. consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassD Shares at the annual rate of [ ] of the aggregate 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 (1)The Registrant hereby undertakes to suspend the offering of its shares until it amends its where such an offer or solicitation would be unlawful. Potential investors should consult with their legal advisers regarding Trustees shall possess such experience, qualifications, attributes, skills and diversity so as to enhance the Boards ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of Since the Fund generally acquires and disposes of its investments in privately negotiated transactions, particular Share repurchase or transfer may not be changed after the valuation date established by the Fund in respect of that repurchase or transfer. Deep Knowledge and Expertise in Infrastructure: The Advisers utilize a highly disciplined, research-focused investment approach with a fully scaled, global and dedicated infrastructure team to provide broad, educated and highly networked coverage of the infrastructure asset class. factors across environmental, social, governance dimensions. investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC. The Sub-Adviser will generally vote in favor of management or investor proposals that the Sub-Adviser believes will maintain or strengthen the The Fund intends to distribute to its Shareholders, at to employees, assets and, potentially, the surrounding community. fee. corporations and certain foreign corporations, such dividends may, in certain cases, be eligible for treatment as qualified dividend income, which is generally subject to tax at rates equivalent to long-term capital gain tax rates, by In order to address these conflicts of interest, the Sub-Adviser adopted allocation policies and Compared to private investment funds, registered closed-end investment companies often impose relatively modest minimum investment investor will be able to sell all of the Shares that the investor desires to sell. To provide Shareholders with limited liquidity, the Fund is structured as an interval fund and intends Pursuant to the requirements of the Securities Act of 1933, this Registration Statement In late These include the type and financing stage of the investment, the geographic region in which the investment is made and the vintage year. other services to third parties and receive fees therefore in connection with transactions in which such third parties have interests which may conflict with those of the Fund or an Investment Fund. In consideration for these services, the Fund pays the Administrator the Administration Fee in an amount up to [ ]% on an annualized basis of the Funds The reinvestment of dividends and distributions pursuant to the DRIP will increase are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. exclusively on the private markets. assure you that we will achieve our investment objective. Similar consequences could arise with respect to other infectious diseases. individual, trust or estate. Such scrutiny may increase the Funds and/or the Advisers legal, compliance, administrative and other See Distribution Policy Automatic Dividend Funds private markets investment strategies and potential redemption of Shares, the Advisers may invest a portion of the Funds assets in securities and vehicles that are intended to provide an investment return while offering better prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. It has over 170. The Early Repurchase Fee of other rights which may be exercised in certain circumstances,i.e. requirements and offer their shares to a broader range of investors. 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 or other qualified retirement plan it is the obligation of the shareholder to determine the amount of any such required minimum distribution and to otherwise satisfy the required minimum. that income to the Fund or the included income is derived with respect to the Funds business of investing in stocks and securities. The address of the SECs Internet site is provided solely for the information of prospective investors and is not intended to be an active link. investment strategies of the Fund, as well as the principal risks associated with the Funds investment strategies, are set forth in the Prospectus. The tax basis in the Shares repurchased or transferred by the Fund, to the extent remaining after any dividend and return of did not exceed its share of prior increases in income derived from such PFIC shares. Although leverage will increase the Funds investment return if the Funds interest in an asset purchased with borrowed funds earns a greater return than the interest expense the Fund pays for the See Fund Expenses for additional information. offered regulated investment company, for purposes of computing the taxable income of U.S. Shareholders that are individuals, trusts or estates, (1)the Funds earnings will be computed without taking into account such U.S. Some force majeure events may adversely affect the ability of a party (including an issuer or a No. security. part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of These costs are expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund. earthquakes, outbreaks of an infectious disease,pandemicor any other serious public health concern, war, terrorism and labor strikes). satisfied. We may, directly or indirectly, invest in securities and other Certain of the straddle positions held StepStone may evaluate the deployment pace, investment budget and portfolio plan of such client more frequently than annually. Nonpublic Personal Information that StepStone Discloses. indications and financial market scenarios are no guarantee of current or future performance. A majority of the The private investment funds Repurchase Payment Deadline). A fundamental premise of the. Over shorter periods, the portfolio composition may reflect the allocation of capital more opportunistically in accordance with the Funds investment objectives. as applicable. obligations of companies that are in special situations involving significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Alternatively, if a be subject to other rulesgoverning such plans, and such plans are not addressed above; fiduciaries of employee benefit plans or similar arrangements which are not subject to ERISA, whether or not subject to the Code, should consult with their For ClassI Shares, the minimum named one of 50 Game Changers by Private Equity International, has been profiled in the Wall Street Journal, and guest hosted CNBC Squawk Box Europe on numerous occasions. any dividends, and this, together with the Funds expenses, means that there can be no assurance the Fund will have substantial income or pay dividends. In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately Inside Information. Closed-end Fund; Liquidity Risks. In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy each year and approved over $75billion across asset classes in 400 plus separate transactions, including over $13billion of infrastructure capital, in 2021 alone. the end of each quarter of the taxable year, (i)at least 50% of the value of the Funds total assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other RICs and other (4) any other communication that is an offer in the offering made by the undersigned Registrant to the of the gross income test or hold assets that could cause the Fund not to satisfy the RIC asset diversification test. Shareholders should consult their tax advisors regarding their cost basis reporting options and to obtain more information about how the cost basis reporting rulesapply to them. Agriculture and Forestry Sector Risk. Ongoing offering costs will be expensed as incurred. to each director, officer or partner of the Adviser is incorporated by reference to FormADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File Such loans do not require the borrower to maintain debt service or other financial ratios. The Fund may invest While the Fund may be able, in turn, to make a claim against the seller of the interest for any such taxes. The minimum project or property, and the Investment Manager holds significant influence over the strategic vision of the investment, with potential to hold a position on the underlying investments board of directors. 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 Shareholders should consult their own tax advisors regarding Non-investment grade securities are fixed income securities rated below Baa by Moodys Investors Service,Inc. (Moodys) or below BBB by Standard& Poors Rating Group, a 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 such Investment Funds. See Management Fee., In addition, the Fund will also pay for certain recurring expenses, including The generally. 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 made to Shareholders. The Advisers mission is to When the Fund takes To manage the risk that such income might jeopardize the Funds tax status as a RIC resulting from a failure to satisfy the gross. The Sub-Administration Fee create an incentive for a financial intermediary to recommend the Fund over another investment product. costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. 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 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, the Fund. The regulation of the U.S. and non-U.S. securities, derivatives and futures markets and investment funds such as the Fund has undergone substantial change in recent years and such change may In addition, all people who work for StepStone are trained to handle a Notice Recipients information properly in order to maintain its security, and only employees who need to know nonpublic personal information about a Notice shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. withstand financial distress; may have limited financial resources and may be unable to meet their obligations under their debt securities, when a price becomes available. consider the potential state and local tax consequences associated with an investment in the Fund. committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. Such entities may compete with the Fund or the Investment enable support for biodiversity and ecosystems. The Fund determines its NAV daily based upon the quarterly valuations reported by to the Asset Coverage Requirement. Fund. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in Private Market Assets. non-audit fees; reviewing the adequacy of the Funds system of internal controls; and reviewing the valuation process. StepStone is a data controller within the meaning of data protection legislation in force in the European Economic Area (EEA) and Investments will be subject to the risks incidental to means that the value of the investment companys total indebtedness may not exceed one third the value of its total assets (including the indebtedness). there are inherent difficulties in determining the fair value that cannot be eliminated. Prospective investors should read this whether, the partnership or the partners receive cash distributions for such taxable year. the Fund. the total value of which does not exceed the lesser of (i)one percent of the total value of the RICs assets at the end of such quarter and (ii)$10million (a de minimis failure), the RIC shall be considered In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the Dodd-Frank Act) was signed into law in July2010. including capital activity and material events occurring between the reference dates of the Investment Managers valuations and the relevant Determination Date. would have a material adverse effect on the Investment Fund or its assets. In the case of non-routine matters, voting decisions will generally be made in support The Sub-Advisers policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as make information available local, or foreign taxes that could reduce the amounts distributable to Shareholders. respect of its investment. The Fund has not authorized anyone to provide you the partners receive cash distributions for such taxable year. In it infrequently uses brokers in the normal course of business. The Adviser, StepStone Private Wealth, is an investment platform designed to Date). that such personal information will be kept confidential by such third parties after such disclosure. directed to: Data privacy is a primary concern for each of StepStone Group LP (SSG), StepStone Group Real Assets LP (SIRA), Senior team members have an average of 17 years of experience. Comparative analysis through review and the assigning of a risk score, considering key quantitative and Gain or loss will arise upon exercise or lapse of Section1256 Contracts. may direct StepStone not to make such disclosures (other than disclosures permitted or required by applicable law or otherwise permitted by StepStones privacy policy). reported by the Fund as section 163(j) interest dividends may be treated as interest income by Shareholders for purposes of the tax rules applicable to interest expense limitations under Section163(j) of the Code. The use of leverage will in this way magnify the See Types of Investments and Related Risks Investment Related Risks Leverage under the Exchange Act. transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. 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 StepStone was founded in 2006 and is based in La Jolla, California and . circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be considered to have satisfied the asset diversification test as of the end of such quarter if (i)the RIC satisfies certain procedural requirements; attributes that each Board member should serve as a Trustee. may receive for the distribution of other investment products. Fund Expenses. Shares are not available in certificated form. The Fund is required under the Foreign Account Tax Compliance Act (FATCA) provisions of the Code to withhold U.S. Access. endowments, foundations, family offices and private wealth clients. Co-Investments, and because infrastructure assets provide basic, everyday services, and face limited competition, governments may be influenced by political considerations and make decisions that adversely Because such adjustments or revisions, whether a number of factors such as the location of the property, the ability of the management team, the level of mortgage interest rates, the presence of competing properties, adverse economic conditions in the locale, oversupply and rent control laws or a portion of the QEFs ordinary earnings. investment and commitment. StepStone Group Jan 2023 - Present4 months New York City Metropolitan Area Associate, Infrastructure Secondaries Landmark Partners an Ares company Nov 2021 - Jan 20231 year 3 months New York. The foregoing represents a summary of the general tax rulesand considerations affecting Shareholders and the Funds The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). and may have an effect on the value of the positions so held, or may result in a financial intermediary having an interest in the issuer adverse to the Fund or the underlying Investment Fund. clearinghouses. Over time, the Fund may have exposure to developing or emerging markets. adverse effect on the value of the Funds Shares and the amount of the Funds distributions. The Support for mass transit and public transport is often as much as 10% higher among Millennials than Baby Boomers. Employee benefit plans or similar arrangements which are not subject to either ERISA or the related provisions of the Code may shareholder. How does the Fund manage the J-Curve and cash flow ability of the Fund to fund subsequent repurchase requests of Shareholders or to conduct future repurchases at all. Lack of Financial Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio The Fund will not investment income and net capital gains earned each year. The StepStone Advantage Global-Local Approach Customized Approach Multi-Asset Class Expertise Proprietary Data & Tech Large & Experienced Team With offices in 25 cities across 15 countries, we have built a global operating platform, with strong local teams that possess valuable regional insights and deeply rooted relationships. Report of Independent Registered Public Accounting Firm. Investment Funds (including in circumstances where investments by the Investment Funds, such as investments in debt instrument with original issue discount, generate income prior to a corresponding receipt of cash). The due diligence process is driven by SIRAs entire global team, which meets Shareholders, the Advisers may from time to time determine to sell certain of the Funds assets. The 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 Dodd-Frank Act significantly alters the regulation of commodity interests and comprehensively regulates the OTC Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. and does not expect any secondary market for them to develop in the foreseeable future. Generally, Investment Managers value investments at their market price if market Therefore, neither the Fund nor the Adviser (with respect to the Fund) is subject to registration or regulation as a commodity pool or CPO, If the Fund so qualifies and distributes (or events. Rule17j-1 under the 1940 Act and the Codes are designed to prevent unlawful practices in connection with the purchase or sale generally will be characterized as ordinary gain or loss unless the contract or financial instrument in question is a capital asset in the hands of the Fund and is not part of a straddle transaction (as described below), and an election is made by A CORPORATION). 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 Evaluation of the proposed investment strategy for appropriateness to the investment environment. The Fund should therefore be considered to offer limited liquidity. For taxable years beginning before January1, 2026, individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary real estate investment trust (REIT) dividends. 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. The Further, ordinary operation or occurrence of an accident with respect to a Co-Investment could cause significant damage to the environment or harm to The Advisers also continue to monitor the assets by meeting with Investment Managers, attending annual meetings, serving on In connection with any given repurchase offer, it is Specified Expenses include all expenses incurred in the business of the Fund, provided that the following expenses are (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. Over his career, he has built a broad and deep network within the financial advisor and broker dealer communities. To operate in a manner consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassT investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the Asset Coverage Requirement). An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) generally is not subject to an entity-level U.S. federal income tax. to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records. The Advisers believe that securities offered by private investment funds are typically sold in large minimum denominations (often at least $5,000,000 to $20,000,000) Fund could be adversely affected. by a number of factors, such as the ability of the management team, the location of the property, the presence of competing properties, changes in traffic patterns and effects of general and local economic conditions with respect to rental rates and

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