continue. that are individuals. In contrast, registered closed-end funds typically reinvest most of the proceeds of realized investments and do not have a stated duration. The purpose of the table above is to assist investors in understanding the various fees and expenses Shareholders will bear The commitment strategy will also take other anticipated cash flows into account, such as affiliated persons, that such fiduciaries are duly authorized to make such investment decision and that they have not relied on any individualized advice of such affiliated persons as a basis for the decision to invest in the Fund. The 1940 Acts Asset Coverage Requirement requires a registered investment company to satisfy The Funds investment in non-U.S. stocks or securities may be subject to In consultation with the Sub-Advisers Chief Compliance Officer, as applicable, the Sub-Adviser may also consider any unfunded commitments to Investment Funds. The Sub-Administrators In line with Brunel's objectives, we will continue to target responsible investing with a clear focus on sustainability and climate change as well as other . the partners receive cash distributions for such taxable year. 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 overall Funds assets. The Codes are intended to ensure that the interests of If the Fund holds greater than 10% of the interests treated as equity for U.S. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation than is the case with loans that also contain financial maintenance This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to financial position or results of operation in the way they would be reflected had such financial statements been prepared in accordance with the U.S. generally accepted accounting principles. Real estate is subject to To the extent that the Fund contractually foregoes the right to vote the relevant securities, the Fund will not be able to vote or may be able to vote only to a The securities of many of the companies in which we such distributions or gains. respectively characterized as ordinary dividend income or long-term capital gain when distributed as dividends for U.S. federal income tax purposes to Shareholders. 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. their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Fund or an Investment Fund in which the Fund invests. In addition, all distributions As consideration for services provided by the Sub-Adviser, the Adviser will pay 50% of the Management Fee Additionally, some natural capital assets are perpetual, provided they are managed sustainably, can provide long-term cash flows that are resilient Combined with over two decades of investment Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. Corporate Foreign Shareholders may also be subject to the branch profits tax imposed by the Code. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the If a Notice Recipient prefers that StepStone not disclose nonpublic personal information about such Notice Recipient to its affiliates, such Notice Recipient may opt out of those general disclosures; that is, such Notice Recipient Prior to joining StepStone, Mr.Reisler was a The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. generally. Funds other assets, with its focus on sustainable agriculture, sustainable forestry and other sustainable natural assets. competitive trade execution costs, the Fund will not necessarily pay the lowest spread or commission available. generational preferences should have a substantial influence over future In general, the use of leverage by the Funds assets may increase the volatility of their values and of the value of the Shares. themselves typically have a duration of ten to fifteen years. companies, as well as prominent endowments, foundations, family offices and private wealth clients. Expense Cap and the recouped amount does not raise the level of ordinary operating expenses in respect of a Classof Shares in the month of recoupment to a level that exceeds any Expense Cap applicable at that time. data created, captured, copied and consumed globally is expected to double in size by 2026.7 Modern data centers are rapidly evolving from centralized, Shares and when all shareholders referenced together Shareholders; and the term Distributor refers to [ ]. Shares. In some instances, the Fund may invest in an investment company in excess of ClassS Shares in the Fund may be charged a sales load of up to [3.50%] of the investment amount. Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any Sector Concentration. The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment Organizational costs include, among other things, the cost of organizing as a Delaware Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. This In such case, the tax basis in the Shares repurchased by the Fund, to the extent remaining after any dividend and return of capital From the proceeds of the Administration Fee, the Administrator pays [ ] (the Sub-Administrator) a sub-administration fee (the Sub-Administration Fee) in an amount up to [ ]% on an annualized basis of the Funds net assets, subject to a minimum annual fee. amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and. Such entities may compete with the Fund or the Investment layers of fees and expenses: management fees, incentive fees and administrative expenses at the Fund level, and asset-based management fees, carried interests, incentive allocations or fees and expenses at the Investment Fund level. 3 According to MSCI Private Infrastructure 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 The Advisers do not expect to execute transactions through any particular broker statement: (1)to include any prospectus required by Section10(a)(3)of the Securities Act of 1933; (2)to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most public health or safety, which may result in significant financial distress to the particular asset and ultimately affect the return on the Funds investment therein. its duties or reckless disregard of its obligations and duties under the Advisory Agreement, the Adviser is not liable for any loss the Fund sustains for any investment, adoption of any investment policy, or the purchase, sale or retention of any Neil Menard is the President of Distribution for StepStone Private Wealth. The different share NAVs will be calculated separately based on the fees and expenses applicable to each class. The [ ]% shown as Acquired Fund Fees and needs, including redemption requests under the share repurchase program, consistent with the limitations and requirements of the 1940 Act. 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. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely Such compensation would be in addition to the placement fees described above. The Funds Shares will not be listed on an exchange, and no secondary market is expected to develop. While the Fund will actively pursue Co-Investments, the Funds allocations to investments. The Adviser and its affiliates may receive payments from Investment Managers in the rights of secured parties), corporate governance, fiduciary duties and the protection of investors; (viii)difficulty in enforcing contractual obligations; (ix)differences in the legal and regulatory environment or enhanced legal and ClassI Shares NAV equals the total value of the net assets of the Fund. If the repurchase or transfer of a Shareholders Shares does not ClassD Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassD Shares, (2)through participating broker-dealers that have alternative fee arrangements with their clients to provide access In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately STEPSTONE GROUP PRIVATE WEALTH LLC PRIVACY POLICY. All investment professionals will forward any proxy materials received on behalf of the Fund to the Sub-Advisers Chief Compliance Officer, as applicable. Securities Ownership of Portfolio Manager. 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, annual fee of [ ]. to a substantial degree of credit risk. Insurers may offer a limited amount of or no insurance coverage for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar automatically reinvested in additional Shares unless they elect to receive their distributions in cash. The Board has adopted, and periodically reviews, policies and procedures designed to address various risks to the Fund. ClassS, ClassD, or ClassI Shares, and the Fund contemplates that one will not develop. Private equity funds, often organized as the Fund. valuations are based. 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. StepStone Group LP (StepStone) is a global private markets firm providing customized investment, portfolio monitoring and advice to investors.StepStone covers primary fund investments, secondary fund investments and co-investments across private equity, real estate, infrastructure and real assets, and private debt. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. bi-weekly to review, prioritize and analyze investment opportunities. end-users of infrastructure assets are generally a widely diversified group of individuals, such as local populations and communities and worldwide travelers utilizing essential services which reduces some The Administration Agreement provides that, in the absence of willful misfeasance, bad faith, consistent with their overall investment plans.]. As a result, to the extent that such subsequently adjusted valuations from the Investment Managers or However, the Fund may accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. The Funds NAV per Share may be volatile. Experience, The effect of the Dodd-Frank Act or other regulatory change on the Fund and/or Investment Funds, while impossible to predict, an applicable tax treaty may differ from those described herein. The Funds borrowings will at all times be subject to the Asset Coverage Requirement. If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or Moreover, if the Fund defaults on its unfunded commitments or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Funds investment The Shareholder Notification will contain information Shareholders should We may invest in an Investment Fund that concentrates its investments in specific industry portfolio investments are sold and gains from investments are realized and distributed. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets The Shares are, therefore, not readily marketable. secondaries). 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 Under current law, the Fund serves to block (that is, prevent the attribution to Shareholders of) unrelated certain of the Private Market Assets and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management Mezzanine investments may be issued with or without registration rights. on certain other dates prescribed in the Code). The Fund is a non-diversified, closed-end Further, all investment professionals are eligible for a short-term incentive bonus each year that is When will I receive my detailed tax information? institutions, and others. asset diversification requirements, the Fund may seek to take certain actions to avert such a failure. Government securities, of issuers engaged in any single industry (for purposes of this restriction, the Funds investments in Private Market Assets are not deemed to be investments in a single industry); provided, however, that the Fund will, (ClassT Shares), ClassS (ClassS Shares), ClassD (ClassD Shares), and ClassI (ClassI Shares) only to Eligible Investors. qualifies, the Fund will generally not be subject to U.S. federal income tax on its taxable income and gains that it distributes as dividends for U.S. federal income tax purposes to Shareholders. The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private Mr.Reisler has also held roles at RBC and start-ups. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from in the securities of any one issuer. related trades or businesses or one or more qualified publicly traded partnerships (as defined in the Code). An investment in Shares of the Fund may be appropriate if investors: Meet the minimum suitability standards described below under Purchases of Shares Eligible Such fee arrangements may create an incentive for a financial intermediary to encourage investment in the Fund, independent of a Investment Managers will follow practices similar to those described below, no guarantee or assurances can be made that similar practices will be followed or that an Investment Manager will abide by, and comply with, its stated practices. These distributions generally will be taxable as ordinary income or capital gains to the Shareholders, whether or not they are reinvested in Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high The Fund should therefore be considered to offer limited liquidity. 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 Co-Investments may react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure may cause relevant government authorities to challenge the tolls or other Issuers may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, Under such circumstances, the Fund may have difficulty meeting the annual distribution requirement necessary to maintain its qualification as a RIC. StepStone Infrastructure & Real Assets StepStone Infrastructure & Real Assets provides tailored solutions to meet the needs of institutional investors at any stage of their investment program $ 75B TCR as of 12/31/2022 11 partners 55 investment professionals Experienced Team The long-term nature of concession denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii)differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; 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 Additionally, Mr.Reisler has equity interests in The minimum initial and additional investments may be reduced at the Advisers discretion. All distribution policies will abide by standards required to qualify the Fund as a regulated investment company failure of irrigation or other mechanical systems used to cultivate the land, financial conditions of tenants, marketability of any particular kind of crop that may be influenced, among other things, by changing consumer tastes and preferences, Investments in Chinese securities, including certain Hong Kong-listed and U.S.-listed securities, subject the Fund to risks specific to China. infrastructure, private debt and real . addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time. You are advised to read this Prospectus carefully and to retain it for future reference. See Summary of Fees and Expenses for additional information regarding the programs, accounts or businesses, the Related Investment Accounts). managers with an active and strategic opportunity to add value directly to an investment with the objective of increasing returns or reducing risk. satisfied. Mr.Sittema is Director of the Florida Council of 100 and has received numerous economic development and civic awards, including Central Florida Social Entrepreneur of the Year. The Fund determines its NAV daily based upon the quarterly valuations reported by regulatory related issues. properties are located, as well as by adverse changes in national economic and market conditions. Sub-Advisers Chief Compliance Officer, as applicable. Infrastructure companies, projects and properties may have limited operating histories by which to assess and losses. StepStone Infrastructure and Real Assets Adds Senior Executives An Investment Manager may, from time to time, cause an Investment Fund to effect certain principal 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 fixed income securities, lending portfolio securities or entering into repurchase agreements; or. Real estate property development creates exposure to risks, such as the risk that investors are referred to in this Prospectus as Eligible Investors. Existing Shareholders who subscribe for additional Shares will be required to qualify as Eligible Investors at the time of each additional purchase. project may, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment. Income Not Effectively Connected. processors, retailers, and industrial buyers, as well as related appreciation of farmland and supply chain assets. Any amounts withheld will be allowed as The Fund may indirectly hold equity interests in non-U.S. Investment Funds and/or non-U.S. portfolio companies that may be treated as passive foreign investment companies (each, a PFIC) under the Code. advisory services to the Fund. For example, fiscal year-end NAV calculations of the Investment Funds may be revised as a result of audits by their independent auditors. The Independent Trustees are paid an annual retainer of [ ]. Because such adjustments or revisions, whether If an election is made to treat the PFIC as a qualified electing fund under the Code (a QEF), then the Fund would be required, in lieu of the foregoing requirements, to include in income each year below under Independent Trustees and the Committees.. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. ] accounts with approximately [ ] of total assets. Fund will invest and/or make capital commitments of at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. In particular, new position limits imposed on an Investment Fund or its counterparties may impact an Investment Funds ability to invest in a net assets. each executive officer or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set out in Shareholders should consult their tax advisors to determine the applicability of this reporting requirement in light of their particular circumstances. other investment companies to the extent that such investments are consistent with the Funds investment objective and permissible under the 1940 Act. 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. See Other Risks Availability of Investment Opportunities for a discussion of the timing of Investment See Plan of Distribution.. Government entities generally have significant influence over such companies in respect of the various contractual and regulatory You may call [ ] to learn the NAV. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. policies of various governments. Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with 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. SIRA focuses on identifying opportunities at the intersection of high-quality opportunities, Investment Manager expertise and In order opportunity, such as the capacity in an Investment Fund or a Co-Investment, than supply. share purchase price will be made daily to reflect updated valuations and other Fund activity. Certain tax risks associated with an investment in the Fund are discussed in Tax Aspects.. Shareholders are advised to consult their own tax advisors regarding the additional taxation of net investment income. professionals with a long performance record in private market investments. Shareholders should send communications intended General Economic and Market Conditions. a foreign corporation (each, a Foreign Shareholder) as defined in the Code, depends on whether the income of the Fund is effectively connected with a U.S. trade or business carried on by the Foreign Shareholder. Sidewalk Infrastructure Partners is now a unicorn | Financial Post However, because the functional currency of the Fund for U.S. federal income tax purposes is the U.S. dollar, a portion of the gain or loss realized from the disposition of foreign currencies (including foreign currency denominated bank behalf of the Fund. The Administrator maintains the required accounting related and financial books and other records of the Registrant at [ ]. mark-to-market their securities holdings, tax-exempt organizations, partnerships, Shareholders who are not United States Provided, however, that no statement made in a registration statement or prospectus that is part of the registration 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. To prevent imposition of the excise tax, the Fund generally must be considered to have distributed dividends for U.S. private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. To the extent that the Funds investments in Private Market Assets are investments in a single industry, such The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Advisers OTC derivatives transactions traded through clearinghouses will be subject to margin requirements set by clearinghouses and possibly to additional requirements set by the SEC and/or the CFTC. shared interests of investors and management, increase value for investors and maintain or increase the rights of investors. However, in such case, a Relationships with over 500 infrastructure general partners and 1,200 infrastructure funds. infrastructure assets tend to be relatively stable given the essential nature of these services. In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on Co-Investments to reduce their tolls or other See filing). Nations Principles for Responsible Investment (UN PRI) in 2013, adopted a responsible investment policy (Responsible Investment) in 2014 and joined the Task Force on Climate-related Financial Disclosures (TCFD) in Employee benefit plans that are not subject to ERISA or the related provisions of the Code may be subject to other (the Notice) details StepStones practices for collecting and disclosing the personal information of clients and others, to both affiliates of SSG, SIRA, SRE, and SPW, and, as applicable, nonaffiliated third parties. Payment pursuant to the repurchase offer will be made to the Shareholders address of record, or credited directly to a predetermined bank account on the Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe. objectives. CFC stock during the Funds taxable year. depth at the underlying asset level. local, or foreign taxes that could reduce the amounts distributable to Shareholders. The due diligence process is driven by SIRAs entire global team, which meets income (taking into account certain deferrals and elections), 98.2% of its capital gain net income (determined on the basis of a one-year period ended on October31 of such calendar year, and adjusted for In addition, there can be no assurance that the relevant government (Section1256 Contracts) generally is treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. of other rights which may be exercised in certain circumstances,i.e. Agreement. StepStone Private Wealth serves as the Funds Adviser, and StepStone serves as the Funds Sub-Adviser. Reverse repurchase agreements will not be included in the calculation of whether the Fund is a limited derivatives user (unless the Fund determines to treat such agreements and transactions as StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. Shares may be purchased daily at the then current NAV In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force majeure event For so long as StepStone has a greater than 25% interest in the Fund, it may be deemed to be a control 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 The Trustees who are affiliated with the Advisers or affiliates of the to such companies, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. StepStone Private Infrastructure Fund is a newly formed Delaware The Fund has not authorized anyone to provide you professionals incentives that are tied to both short-term and long-term performance of the firm. or other distributions that they receive from the Fund. securities. Primary Investments to which the Fund wishes to allocate capital may not be available at any given time. Applied effectively, active asset management can help boost user volumes and revenues, cut costs and Investment Funds. with over 30 years of experience in the financial services industry. 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.

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