position, may itself subject the Private Market Assets to litigation by parties interested in blocking it from taking that position. 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 activities. Investments will be subject to the risks incidental to Under current law, the Fund serves to block (that is, prevent the attribution to Shareholders of) unrelated Investors purchasing. Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. investment solutions and advisory and data services to its clients. committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. issuers; and (ix)the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. (ii)the RICs failure to satisfy the asset diversification test is due to reasonable cause and not due to willful neglect; and (iii)within six months of the last day of the quarter in which the RIC identifies that it failed the The commitment strategy will aim to 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 tax consequences. These structures may impose additional administrative costs that the Fund would not have In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated Other factors that may adversely affect the value of securities of companies in the utilities sector include interest rate changes, supply and demand However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if the ordinary operating expenses have fallen to a level below the (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. If the Fund determines not to repurchase more than the respect to the repurchase of a Shareholders Shares at any time prior to the day immediately preceding the one-year anniversary of a Shareholders purchase of the Shares. Moreover, the Board recognizes that it may be necessary for the Fund to bear certain risks (such as investment risks) to achieve its investment The enactment of new or additional regulatory requirements may negatively affect the business of a social infrastructure company. valuation of the Funds investments in the Private Market Assets is performed in accordance with Topic 820 Fair Value Measurements and Disclosures. A sale of Shares, other than in the context of a repurchase or transfer of Shares by the Fund, generally will have the same Healthcare properties and healthcare providers are affected by several interest rate fluctuations and higher rates of inflation; (viii)the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese conditions, negative consumer perceptions of increases in tolls or other usage-related fee rates, the prevailing rate of inflation, volume and public sentiment about prevailing tolls or other usage-related fee rates. projects, and businesses. The Fund will look to access attractive industry themes and tailwinds by tracking the evolving Specific Infrastructure Assets in which the (RIC) under Subchapter M of the Code. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Because Secondary Investments are generally made when a Primary Investment is These securities may also Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in Any such sales would likely require the consent of the applicable Investment Manager or portfolio company and could occur at a discount to the stated NAV. 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. ERISA prohibits (and the Code penalizes) the use of ERISA Plan assets for the benefit of a party in interest, and also prohibits (and penalizes) an ERISA Plan fiduciary from The Board of the Fund consists of five Trustees. certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above. Allocation Risk. Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or primaries, these investments, like secondaries, may receive earlier distributions, and the investment returns from these investments may exhibit less of a delayed cash flow and return J-Curve than prospectus if (a)subsequent to the effective date of its registration statement, the net asset value declines more than 10percent from its net asset value as of the effective date of the Registration Statement or (b)the net asset You should rely only on the information contained in this Prospectus. recommending to the full Board the engagement or discharge of the Funds independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firms duties, Investments in private assets are often subject to contractual agreements among the investors in the fund or company. Repurchase Offer Amount) for a given Repurchase Request Deadline. ClassI Shares are not subject to any distribution and/or shareholder servicing fee. recovery of amounts invested therein. Funds ability to do so may limit utilization of this statutory 30-day cure period and, possibly, the extended cure period provided by the Code as discussed above. project or property generally alongside who we believe to be a high-quality Investment Manager. In general, the use of leverage may increase the volatility of an investment in the Fund. Orders will be priced at the appropriate price next computed after the order is received by the Administrator. underwriting equity returns. other expenses not explicitly borne by the Adviser or Administrator associated with the investment operations other Primary Investments. A financial intermediary may give advice or For whom may an investment in our Shares be appropriate? share of items of income, gain and loss derived through any Investment Funds that are properly treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships) generally will be determined as if the Fund Holdings LLC, which in turn is the general partner of StepStone. such sanctions. 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 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES, ANNEX A STEPSTONE GROUP PRIVATE WEALTH LLC. StepStones informational advantage. If the Fund were required to make payments (or return distributions) in respect of any such indemnity, the Fund could be materially adversely affected. The Adviser, StepStone Private Wealth, is an investment platform designed to securities of any one investment company being held by the Fund or (iii)more than 5% of the Funds total assets would be invested in any one investment company. interviews, and other fund manager meetings. principal office of the Distributor is located at [ ]. statutory trust and is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company that is operated It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. individual, trust or estate. accounts (collectively, with the other accounts advised by the Advisers and their affiliates, Other Accounts). REQUIREMENTS APPLICABLE TO ERISA PLANS GENERALLY OR TO ANY PARTICULAR ERISA PLAN, OR THAT SUCH INVESTMENT IS OTHERWISE APPROPRIATE FOR ERISA PLANS GENERALLY OR FOR ANY PARTICULAR ERISA PLAN.]. The liquid assets may include both fixed income and equities as well as public and private vehicles that derive their investment returns from fixed income and equity securities. Private Equity Investments. Collects. Investors purchasing ClassD Shares in the Fund may be charged a sales load of up to crisis. If the This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product. 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. Such compensation may take various forms, As a result, the Fund may, in a particular taxable year, be required to make ordinary income distributions in excess of the net economic income from such investments with respect to such taxable year. endowments, foundations, family offices and private wealth clients. purchaser. The Administration Agreement provides that, in the absence of willful misfeasance, bad faith, There also may be circumstances under which the Advisers will make investments for Other Accounts in which the Advisers do Hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties. to conduct quarterly offers to repurchase between 5% and 25% of outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offer is suspended or postponed in accordance with regulatory The value of real estate investments properties and the ability of these investors able to commit their funds for an indefinite period of time. The transition process may also each box that appropriately characterizes the Registrant: Registered Closed-End Fund Shareholders can expect to receive tax information via a 1099-DIV or The following table sets forth information about the Funds outstanding Shares as of [ ]: The Fund is offered on a continuous basis. To the extent permitted by law, the Fund intends to invest alongside other StepStone advised funds and on the Funds ability to achieve its investment objective and the value of the Shares. Infrastructure Assets may be subject to a variety of risks, not all of which can be foreseen or quantified, including: (i)the burdens of ownership of infrastructure: (ii)local, national and international political and account? The Fund may invest indirectly through Investment Funds in subject to CFTC regulation, as well as related National Futures Association rules, the Fund may incur additional compliance and other expenses. typically list their shares on a securities exchange, the Fund does not currently intend to list the Shares for trading on any securities exchange, and the Fund does not expect any secondary market to develop for the Shares in the foreseeable 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. risks associated with market and customer concentration and variability in demand. Certain infrastructure investments may need to use public ways or may Cities will use digitization and wireless technology to operate smarter, producing and distributing energy more efficiently and prioritizing renewable energy.

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