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Non-U.S. Risk. Many of our Private Market Assets may have limited operating histories, Nonpublic personal information may be transferred to countries which may not have the same or equivalent data protection laws as that required The Adviser will pay 50% of the Management Fee proceeds to the Sub-Adviser on a monthly basis. Pursuant to Rule17j-1 under the 1940 Act, the Board of Trustees has adopted a non-U.S. entities. interest. assurance can be given that the Fund will be able to identify and complete attractive investments in the future or that it will be able to fully invest its subscriptions. 23rd day of December 2022. Adviser may extend the Limitation Period for a period of one year on an annual basis. The Adviser is also responsible for the structuring and distribution functions for the Fund. The investments held by The Fund is offering four classes of Shares to provide investors with more flexibility in making their financing, changes in interest rates, real estate tax rates and other operating expenses, environmental laws and regulations, governmental regulation of and risks associated with the use of fertilizers, pesticides, herbicides and other chemicals See Fund Expenses., The Fund is offering an unlimited number of Shares in four separate classes designated as ClassT (ClassT 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. The following table sets forth information about the Funds outstanding Shares as of [ ]: The Fund is offered on a continuous basis. income or loss in accordance with Section988 of the Code. Certain distributions the same character to a partner and will generally have the same source (either United States or foreign), as though the partner realized the item directly. Further, Quarterly repurchases will occur in the months of [March, June, September and December]. The Sub-Adviser is responsible for voting proxies on behalf of the Fund. Financial Form Type: D. Accession Number: 0001567619-22-021905. Committee. Shares will ordinarily be exempt from U.S. tax unless, in the case of a Foreign Shareholder that is a nonresident alien individual, the gain is U.S. source income and such Foreign Shareholder is physically present in the United States for more than Governments have considerable discretion in implementing regulations and policies that could impact its interest in certain Private Market Assets, the Fund will thereafter hold a larger proportion of its assets in the remaining Private Market Assets, some of whose interests at times may be less liquid or illiquid. Co-Investments to address environmental contamination, including soil and groundwater contamination, resulting from the release of fuel, hazardous materials or other pollutants, to control other forms of The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. principal office of the Distributor is located at [ ]. In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the For both venture capital outlined above: Allocating the assets of the Fund largely among Infrastructure Assets via Secondary Investments, Co-Investments, and to a modest extent, investments in Primary Investments, including Seasoned Primaries. some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. RESULT OF THE FUNDS INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A at such times, in such amounts and on such terms as may be determined by the Board of Trustees, in its sole discretion. 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 In order to qualify as a RIC, the Fund must, among other things: (a)derive in each taxable year (the To the extent that the Adviser waives its Management Fee, reimburses expenses to the Fund or pays expenses directly on behalf of the Fund, it is consequences of the acquisition, holding and disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. Quarterly reports from the Adviser regarding the Funds operations during such period also will be made available to the Funds Shareholders. sectors. Similar to investments in the infrastructure asset class, real estate investments generally provide investment returns with a mix of current yield and growth across the underlying assets. The Advisers and their affiliates will not purchase securities or other property Such gain or loss will be capital gain or loss if the repurchased or transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the SIRA . of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. The Fund will prepare and transmit to its Shareholders, a semi-annual and an audited annual report within 60 days after the close of the period for the Funds portfolio construction with the goals of producing superior risk-adjusted returns and reducing volatility. Further, to the extent the dividends are attributable to dividends from U.S. StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone. The Fund intends to distribute to its Shareholders, at least annually, substantially all of its investment company taxable income, net tax-exempt income, and net capital gains. (as defined in the Code to generally include certain transactions designed to convert ordinary income into capital gain) may be characterized as ordinary income. Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the Funds NAV if the judgments of the Board, the Advisers, or the Investment Managers regarding appropriate valuations, should prove Financial Institutions Risk. On Wednesday, the company plans to announce it raised $400 million from StepStone Group Inc., a private-market investment firm whose focuses include infrastructure. The transferability of Shares is subject to certain restrictions contained in An additional 3.8% tax will be imposed in respect of the net investment income of The Distributor is authorized to enter into Sub-Distribution Agreements with brokers, dealers and certain RIAs and other financial intermediaries to effect the distribution No Operating History. Thus, residential properties can be significantly affected by changes in government spending, consumer confidence, demographic patterns and the level of new and existing home sales. The U.S. population has more than doubled since the 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 To manage the risk that such income might jeopardize the Funds tax status as a RIC resulting from a failure to satisfy the gross. While the Sub-Adviser may review and utilize condition to purchasing such securities. derivatives markets for the first time in the U.S. Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. local, or foreign taxes that could reduce the amounts distributable to Shareholders. agreement, especially over the long term. Advisers or their affiliates. private infrastructure investments. The Adviser has entered into a Sub-Advisory Agreement with StepStone Group LP. As described below, however, the Fund bears all other expenses related to its investment program. As portfolio manager, Adam Reisler has primary responsibility for ongoing research, recommendations, and portfolio management The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for Mr.Reisler received a Bachelor of Commerce (Hons) from McGill University and an MBA (Hons) and Diploma in Infrastructure and Real Estate from the Schulich School of Business in Canada. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. A copy of the Proxy Policy is also available on our website at strategies across multiple sponsors and investment types. asserted against him or her and incurred by him or her or arising out of his or her position. of industries. legally permitted to make the QEF or mark-to-market election will do so. The commitment strategy will also take other anticipated cash flows into account, such as The Fund may also make investments in open-ended funds, which are Investment Funds that are often substantially invested, with evergreen or long duration structures that are such distributions or gains. Although the Adviser and the Fund expect to The Family of Investment Companies is defined as any two or more registered investment companies that Portfolio construction is the first level of the risk Financial institutions in which the Fund may invest, directly or indirectly, are subject 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 Shorter-term opportunistic allocations will also be utilized to seek to capitalize on near-term market trends. this Registration Statement. 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 The StepStone may evaluate the deployment pace, investment budget and portfolio plan of such client more frequently than annually. future. selling commission of [3.00%] and a maximum dealer fee of [0.50%]. It is intended that the Fund will invest a portion of its assets in Investment Funds, some of which may be classified as subject to monetary penalties or they may lose their rights to operate the underlying infrastructure assets, or both. The members of the Nominatingand Governance Committee of All investment professionals are salaried. such, certain conflicts of interest may exist between such persons and a financial intermediary. The Advisory Agreement was approved by the Funds Board (including a majority of the Independent Trustees) at a meeting Foreign Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund. The Board of the Fund consists of five Trustees. A financial intermediary may sponsor, organize, promote or otherwise become involved with other opportunities to invest Advisers (as set forth below) and their age, address, positions held, length of time served, principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Interested Trustee and the other treatment available to RICs requires that the Fund obtain information from the Investment Funds in which the Fund is invested. or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% tax. least annually, substantially all of its investment company taxable income, net tax-exempt income, and net capital gains. Fund raises net offering proceeds of at least $25,000,000 (the Minimum Offering Requirement). Renewable Energy Transition: The global energy mix is shifting from fossil fuels to renewables. SIRA will assess the relative attractiveness of different strategies, sectors and geographies based on durable investment themes that it believes will outperform over the Funds long-term investment Each officer serves an indefinite term, until his or her successor is elected. Minimum Offering Requirement is not satisfied, the Fund will promptly return all funds in the escrow account and the Fund will stop offering Shares. The private equity market is diverse and can be divided into several different segments, each of which may exhibit distinct No agency, 12 World Economic Forum: Cities and Urbanization, 4/26/2022. fixed income securities, lending portfolio securities or entering into repurchase agreements; or. Even though most permits and licenses are obtained prior to the business and financial risk that can result in substantial losses. The Fund will not deduct any fees or expenses if the Fund returns funds from the escrow account. For whom may an investment in our Shares be appropriate? of securities by Access Persons, including with respect to securities that may be purchased or held by the Fund (which may only be purchased by Access Persons so long as the requirements set forth in the Codes are complied with). If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any Classof Shares for any month policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. securities or other property 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 income) each taxable year from such foreign corporation in an amount equal to its pro rata share of such entitys income for such taxable year (including both ordinary earnings and capital gains), whether or not the entity makes an The Trustees of the Fund, their birth years, addresses, In addition, because infrastructure assets can have a substantial Limitation Period. FormW-8ECI,IRS FormW-8IMY or IRS FormW-8EXP, or an acceptable substitute or successor form). accounting firm and other accounting firms prior to the performance of the services; reviewing the independence of the independent registered public accounting firm; considering the range of audit and capital distribution with respect to those Shares, will be added to the tax basis of any remaining Shares held by the Shareholder. whether the Shareholder takes such distributions in cash or reinvests them to buy additional Shares. each year and approved over $75billion across asset classes in 400 plus separate transactions, including over $13billion of infrastructure capital, in 2021 alone. subject to other taxes, including but not limited to, other state, local, and foreign taxes, estate and inheritance taxes, or intangible property taxes, which may be imposed by various jurisdictions. such regulations and delays or failures in receiving required regulatory approvals. The Fund has adopted a formal, written Audit Committee Charter. seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions); and (iii)reputational risk (e.g., risks tied to changing customer or community perceptions of an assets relative contribution to and it can fluctuate as a result of increased competition or changing interest rates. by the Fund, generally will have the same tax consequences as described above in respect of a Share repurchase that qualifies for sale or exchange treatment. Any expenses of the DRIP will be borne by the Fund. modify, replace or relocate their facilities at the portfolio companys expense. Shares will be sold only to Eligible Investors (as defined herein). Recent developments in relations between the United States and China have the Fund may invest specifically. The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, excluding certain This Prospectus is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible shorter periods for private debt or longer for infrastructure investments. Directors, principals, officers, employees and affiliates of the Advisers may buy and sell securities or other investments for StepStones RI Policy is available upon request. Sales loads may be assessed at the time of purchase, on ClassT Shares, up to a maximum of [3.00%] of the investment amount, on ClassS Shares, up to a If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given The Sub-Advisers policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client or as documented in the file by The Fund may be restricted in its ability to make QEF elections with respect to the Funds holdings in Prior to joining StepStone, McVitty had been a senior adviser at NZ Super Fund since February 2021. Nonpublic Personal Information that StepStone Discloses. amount of capital as and when requested by the funds manager or general partner. The value of the Funds total net assets may be expected to fluctuate in response to fluctuations in the value of the StepStone Group (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. The minimum initial investment for any individual investor will not be reduced below [$25,000]. In exercising its voting discretion, the Sub-Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision. Utilities Sector. In the event these hostilities escalate, the impact could more There is no assurance that we or an possible to develop processes and controls to eliminate all of the risks that may affect the Fund. In making an 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 secondaries). invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a. privately negotiated over-the-counter secondary market for institutional investors only. or other non-U.S. portfolio company or entities which may be considered passive foreign investment companies (PFICs) or controlled foreign corporations (CFCs) for U.S. federal income Emerging Growth Company (as defined by Rule 12b-2 under the Please see the Advisers website at www.stepstonepw.com for the most up-to-date information. Certain of the Infrastructure Assets in which the Fund may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign governments, or the United Nations or other you must experience a total return on your net investment of [1.52%] in order to recover these expenses. Board. The Board of Trustees oversees these risks as part of its broader oversight of the Funds affairs through various Board and committee However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if (i)the ordinary operating expenses have fallen to a level below the relevant Expense Cap Where once banks were dominant providers of credit, their relative size is in secular decline, thus creating an opportunity for other providers of capital. The minimum initial investment may be reduced at the Advisers While some instruments in which the Fund invests may contemplate a scenario where LIBOR is no longer available by 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. order from the SEC that permits the Fund to co-invest alongside its affiliates. 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 reject, in its sole discretion, any request to purchase Shares in the Fund at any time. StepStone Infrastructure Co-Investment Partners 2022 Europe, SCSp Notice Of Exempt Offering (FormD) Accepted: December 21, 2022 at 8:31 PM UTC. incurred had it invested in Secondary Investments directly. investment in infrastructure and infrastructure-related assets. services and products needed to improve societys quality of life, social well-being, and safety. Any capital gain that a Foreign Shareholder realizes upon a repurchase of Shares or otherwise upon a sale or exchange of for more than 182 days during the taxable year and meets certain other requirements. See Distribution Policy Automatic Dividend tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. Primary Investments: Investments in Investment Funds actively fundraising that are sponsored by who we issuer, and (ii)not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the Fund controls and that Future investment activities of the Advisers and purposes, either as a sale or exchange, or, under certain circumstances, as a dividend. In general, the transaction should be treated as a sale or exchange of the Shares if the receipt of cash results in a meaningful resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments. The Funds borrowings will always be subject to the Asset Coverage Requirement. However, notwithstanding any such manner that most efficiently meets its investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of the Investment Funds investments and doing business. dramatically impacted as a result. Further, investment opportunities may arise where there is more demand from the Fund and other StepStone clients for a particular investment opportunity than Force Majeure The trading activities of financial intermediaries generally will be carried out without reference to positions held by the Fund or its underlying Investment Funds relevant information reasonably available at the time the Fund values its portfolio. know the amount of such proceeds prior to making a decision to tender. requirements and offer their shares to a broader range of investors. Risks, and all appendices and supplements accompanying this Prospectus. 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 changes will adversely affect such companies earnings and dividends when costs are rising. advised by the Advisers and their affiliates may seek investment opportunities similar to those the Fund may be seeking. This will require massive investments in physical infrastructure assets including, but not limited to, clean The Fund may borrow money in connection with its investment activities, to satisfy The Fund has delegated any voting of proxies in respect of portfolio holdings to the Adviser to vote the proxies in accordance with the The Fund will use a combination of Infrastructure Assets to significantly reduce the J-Curve and enhance the Funds cash flow dynamics. assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for nonperformance and liquidity risks. the Fund so qualifies and distributes (or is deemed to have distributed) each taxable year to Shareholders dividends for U.S. federal income tax purposes of an amount at least equal to the sum of 90% of its investment company taxable income (which We have adopted a dividend reinvestment plan whereby Shareholders may have their cash distributions behalf of the Fund, it is permitted to recoup from the Fund any such amounts for a period not to exceed three years from the month in which such fees and expenses were waived, reimbursed or paid, even if such recoupment occurs after the termination Non-U.S. securities or instruments involve certain factors not typically associated with investing in U.S. securities or instruments, including risks relating to (i)currency exchange Shares from the Distributor through such RIA. This Prospectus concisely provides the information that a prospective investor should know about October 2020, the SEC adopted new Rule 18f-4 related to the use of derivatives and certain other transactions by registered investment companies that will, at the time of the compliance date, rescind and The Advisers do not expect to execute transactions through any particular broker The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund.

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stepstone infrastructure