Supplemental Prospectus - Form 424B3

Share

Share

Per Class D
Share

Per Class I
Share

Total

Public Offering

Price

Sales Load as
a percentage of
purchase
amount

Proceeds to the
Fund

Generally, the minimum initial investment for Class T Shares, Class S Shares, and Class D Shares in the Fund from each investor is at least $25,000, and the minimum initial investment for Class I Shares in the Fund from each investor is at least $1,000,000. The minimum initial investment may be reduced at the Adviser's discretion. Investors purchasing Class T Shares or Class S Shares (as defined herein) may be charged a sales load as described above. The table assumes the maximum sales load is charged.

Assumes the maximum sales load is charged. Shares will be offered in a continuous offering at the respective Share's then-current net asset value, as described herein. The Fund will also bear certain ongoing offering costs associated with the Fund's continuous offering of Shares. See "Fund Expenses."

•

The Fund's Shares will not be listed on an exchange, and no secondary market is expected to develop. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe.

•

The amount of distributions that the Fund may pay, if any, is uncertain.

•

The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund's performance, such as borrowings.

•

The Fund's distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

•

A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result of such reduction in tax basis,

Shareholders may have taxable gains in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder's original investment.

•

An investor in Class T or Class S Shares will pay a sales load of up to 3.50%. If you pay the maximum sales load of 3.50%, you must experience a total return on your net investment of 3.63% in order to recover these expenses.

•

In the near term, leverage may be used to provide the Fund with temporary liquidity to acquire investments in advance of the Fund's receipt of proceeds from the realization of other assets or additional sales of Shares. The Fund will also use leverage for investment purposes to generate income. See "Types of Investments and Related Risks - Investment Related Risks - Leverage Utilized by the Fund."

SUMMARY OF PROSPECTUS

SUMMARY OF FEES AND EXPENSES

THE FUND

USE OF PROCEEDS

STRUCTURE

INVESTMENT PROGRAM

TYPES OF INVESTMENTS AND RELATED RISKS

LIMITS OF RISK DISCLOSURES

MANAGEMENT OF THE FUND

FUND EXPENSES

MANAGEMENT FEE AND INCENTIVE FEES

CALCULATION OF NET ASSET VALUE

CONFLICTS OF INTEREST

PURCHASES OF SHARES

PLAN OF DISTRIBUTION

SHARE REPURCHASE PROGRAM

DISTRIBUTION POLICY

VOTING

TAX ASPECTS

ERISA CONSIDERATIONS

ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST

ADDITIONAL INFORMATION ABOUT THE FUND

INQUIRIES

STEPSTONE GROUP PRIVATE WEALTH LLC PRIVACY POLICY

What is the StepStone Private Credit Income Fund?

The Fund's investment objectives are to seek to generate current income and, to a lesser extent, long-term capital appreciation.

direct Loans to U.S. and international private companies that are privately originated and negotiated directly by a lender (for example, traditional direct lenders include asset management firms (on behalf of their investors), insurance companies, business development companies ("BDCs") and specialty finance companies) primarily including (a) first lien senior secured and unitranche loans, (b) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans, club deals (generally investments made by a small group of investment firms), and (c) other Loans;

investments in bank Loans to U.S. and international private companies, including securities representing ownership or participation in a pool of such Loans;

notes or other pass-through obligations representing the right to receive the principal and interest payments on direct Loans to U.S. and international private companies (or fractional portions thereof) (the investments described in clauses (1), (2) and (3) collectively referred to as the " ");

privately offered structured products, such as collateralized loan obligations (" ");

privately originated lending (including, for example, core and transitionary real estate, structured products and infrastructure-related debt);

other privately originated lending (including, for example, trade and supply chain finance, marketplace lending (consumers, lending to lenders, etc.), insurance-linked strategies and instruments, royalties, aviation financing, shipping, residential whole loan real estate, regulatory capital financing and net asset value lending); and

privately originated loans (including, for example, US residential mortgage loans and business loans in the EU) (the investments described in clauses (4), (5), (6), and (7) collectively referred to as the " ").

Who is responsible for managing the Fund?

StepStone Group Private Wealth LLC ("StepStone Private Wealth" or the "Adviser"), a wholly-owned business of StepStone Group LP ("StepStone Group"), serves as the Adviser of the Fund and will be responsible for the overall management of the Fund's activities, including structuring, governance, distribution, reporting and oversight.

What are the Fund's areas of differentiation?

The Advisers believe the following attributes create an attractive opportunity for investors when considering an investment in the Fund.

The believes that its advisory practice, separate account investment management mandates and portfolio analytics and reporting capabilities serve as differentiated advantages that will enable the Fund to capitalize on attractive investment opportunities sourced directly from Investment Partners. These advantages include:

○

Approximately $10 billion of private credit primary commitments approved in 2022, making StepStone Group what we believe to be one of the top global allocators of primary capital in private credit.

○

Access to investment managers and proprietary opportunities including over 100 private credit Investment Partners.

○

Benefits of leveraging a global network that includes offices in 27 cities in 16 countries.

○

Large, stable senior team of professionals, each of whom offers their own extensive personal relationship network.

○

Ability to remain highly selective in all market environments and to select from the transactions which the Advisers believe provide the best relative value.

○

Part of StepStone Group's broad private markets business that consistently has thousands of third-party sponsor interactions each year, oversees approximately $659 billion of private market assets as of December 31, 2023.

The utilizes a highly disciplined, research-focused investment approach with a fully scaled, global and dedicated private credit team to provide broad, educated and highly networked coverage of the private credit asset class. The believes that its dedicated and broad coverage of the private credit market differentiates StepStone Group from other private market managers, who typically cover private credit through a more generalist approach or with a smaller dedicated footprint.

○

Expertise in private credit since 1998.

○

Dedicated investment team with over 70 investment professionals focused on private credit investments.

○

Over $57 billion of private credit assets under advisement or assets under management.

○

Senior team members have an average of 19 years of experience in private debt.

We believe StepStone Group's proprietary database ("SPI") represents one of the industry's most comprehensive and powerful databases tracking over 16,000 general partners across 44,000 investment funds and 214,000 investments in underlying assets garnered from the over 4,300 annual investment manager meetings StepStone Group holds per year. Combined with over two decades of investment experience, StepStone Group believes that these tools enable it to identify historically top performing managers across the private credit investing landscape and make better informed underwriting decisions.

The Fund will leverage the differentiated attributes and advantages of the global platform through an investment process that integrates StepStone Group's analytical and investment expertise, access to proprietary information and insights gained through deep relationships with Investment Partners. The Fund will target opportunities where the evaluation, independent due diligence and broad reference network intersect, and will use its access to a large pool of investment opportunities to make comparisons and the most attractive opportunities, based on a relative assessment of prospective investments in the market.

The Fund will seek to provide exposure that varies across sectors, markets, Investment Partners, and borrowers, with a focus on managing risk while considering the underlying investment and credit characteristics of each opportunity when assessing relative attractiveness and associated portfolio construction.

The Advisers believe that individual investors have historically had limited access to private credit investments. Through a single investment in the Fund, investors can gain broad exposure to this part of the private markets with a comprehensive solution in a structure that solves for many of the common challenges that have historically restricted access to these types of investments.

Our structure solves many of the common challenges that have historically restricted access for individual investors. We believe the Fund offers a favorable structure as compared to private markets funds, including 1099 tax reporting instead of a single investment instead of recurring capital calls, and potential liquidity in the form of a share repurchase program.

Please describe the Fund's features that would be considered 'investor friendly'?

Shareholders can access Private Credit and Income through an investment product with terms that we believe are more attractive than historically available investment vehicles providing similar exposure.

Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of capital calls. Upon investment, Shareholders immediately gain broad exposure to Private Credit.

An investment in the Fund will not require Shareholders to file for an extension. Tax information is reported via a or for the current year rather than a Schedule that is typically provided later in the year, potentially past the April 15 tax deadline.

Investment minimums as low as $25,000 on initial purchases rather than the higher (in most cases, substantially higher) institutional threshold that would be required for most drawdown funds.

Liquidity provisions that require the Fund to repurchase Shares of the Fund at the then-calculated NAV on a periodic basis pursuant to a share repurchase program, as discussed below. The Fund may repurchase from 5% to 25% of its outstanding shares quarterly, and the Fund currently intends to repurchase 5% of its outstanding Shares in any quarterly repurchase offer.

To the extent permitted by law, the Fund intends to invest alongside other StepStone Group-advised funds and clients in the same assets. The 1940 Act imposes significant limits on the ability of the Fund to with other StepStone Group-advised funds and clients. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to alongside its affiliates. However, the SEC exemptive order contains certain conditions that limit or restrict the Fund's ability to participate in such transactions, including, without limitation, where StepStone Group advised funds have an existing investment in the operating company or Investment Fund.

What are the Fund's plans regarding leverage?

The Fund intends to use leverage to provide for investment purposes and for temporary liquidity to

the extent permitted by the 1940 Act. The Fund's borrowings will always be subject to the Asset Coverage Requirement as defined below.

For whom may an investment in our Shares be appropriate?

An investment in Shares of the Fund may be appropriate if investors:

Desire to obtain the potential benefit of current income and to a lesser extent, long-term capital appreciation.

Can hold the Shares as a long-term investment and do not need short-term liquidity from the investment.

What is the purchase price for each Share?

Shares will be offered in a continuous offering at the respective Share's then-current net asset value, as described herein. The initial per Share offering price for Shares will be $10.00 per share. Thereafter, revisions to the share purchase price will be made daily to reflect updated valuations and other Fund activity. See "Calculation of Net Asset Value."

The Fund is offering four classes of Shares to provide investors with more flexibility in making their investment and to provide broker dealers with more flexibility to facilitate investment.

Class T Shares and Class S Shares are available through brokerage and transaction-based accounts. For Class T Shares and Class S Shares, the minimum initial investment is $25,000 with additional investment minimums of $5,000. The minimum initial and additional investments may be reduced at the Adviser's discretion.

Class D Shares are generally available for purchase in this offering only (1) through programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or supplement to this prospectus. For Class D Shares, the minimum initial investment is $25,000 with additional investment minimums of $5,000. The minimum initial and additional investments may be reduced at the Adviser's discretion.

Class I Shares are generally available for purchase in this offering only (1) through programs, also known as wrap accounts, that provide access to Class I Shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker-dealers that have alternative fee arrangements with their clients to provide

access to Class I Shares, (4) through certain registered investment advisers, (5) by the Advisers' employees, officers and directors and their family members, and joint venture partners, consultants, other service providers, and other similar parties or (6) other categories of investors that we name in an amendment or supplement to this prospectus. For Class I Shares, the minimum initial investment is $1,000,000 with additional investment minimums of $100,000. The minimum initial and additional investments may be reduced at the Adviser's discretion.

What are the fees that investors pay with respect to the Shares they purchase in the offering?

There are two types of fees that you will incur:

First, for Class T Shares and Class S Shares, there are shareholder transaction expenses that are a upfront fee calculated as a percentage of the offering price. Class T Shares and Class S Shares have a maximum selling commission of 3.50%.

Second, for Class T Shares, Class S Shares, and Class D Shares, there are ongoing distribution and shareholder servicing fees that are calculated as a percentage of NAV. Class T Shares have maximum aggregate annual distribution and shareholder servicing fees of 0.85%. Class S Shares have annual distribution and shareholder servicing fees of 0.85%, and Class D Shares have annual shareholder servicing fees of 0.25%.

In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund will pay the Adviser a monthly investment management fee ("Management Fee") equal to 1.15% on an annualized basis of the Fund's daily net assets. The Management Fee will be accrued daily and payable monthly in arrears within ten (10) business days after the end of the month. The Management Fee is an expense paid out of the Fund's assets. For the avoidance of doubt, the Management Fee is applied to any assets in respect of Shares that will be repurchased by the Fund on such date.

No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Fund's Fee Net Investment Income does not exceed the Hurdle Rate;

100% of the dollar amount of the Fund's Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than or equal to 1.3889% in any calendar quarter (5.5556% annualized) will be payable to the Adviser. This portion of the Fund's Incentive Fee that exceeds the Hurdle Rate but is less than or equal to 1.3889% is referred to as the " " and is intended to provide the Adviser with an incentive fee of 10% on all of the Fund's Fee Net Investment Income when the Fund's Fee Net Investment Income reaches 1.3889% (5.5556% annualized) on net assets in any calendar quarter; and

10% of the dollar amount of the Fund's Fee Net Investment Income, if any, that exceeds 1.3889% (5.5556% annualized) on net assets in any calendar quarter will be payable to the Adviser once the Hurdle Rate and have been achieved (10% of the Fund's Fee Net Investment Income thereafter will be allocated to the Adviser).

If I buy Shares, will I receive distributions and how often?

The Fund intends to make distributions quarterly in amounts that represent substantially all net investment income and net capital gains earned each year. Additionally, the Fund may make a special distribution annually. All distribution policies will abide by standards required to qualify the Fund as a regulated investment company ("RIC") under Subchapter M of the Code. The amount of distributions that the Fund may pay, if any, is uncertain. See "Distribution Policy."

May I reinvest my cash distributions in additional Shares?

Yes. We have adopted a dividend reinvestment plan whereby Shareholders may have their cash distributions automatically reinvested in additional Shares unless they elect to receive their distributions in cash. Reinvested distributions for all Shares will be in the respective class of Shares but will not be subject to sales load or other charge for reinvestment. The reinvested Shares will be subject to distribution and/or shareholder servicing fees where applicable.

When can Shares be purchased?

This is a continuous offering of Shares without a termination date, as permitted by the federal securities laws. Shares are offered for purchase daily on any day the New York Stock Exchange ("NYSE") is open for business at a price based upon the Fund's then-current NAV. See "Plan of Distribution."

Can I invest through my IRA, SEP or deferred account?

Yes, you may invest via those vehicles, subject to the suitability standards and applicable law. An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans, and 401(k) plans. In the case of investments through IRAs, Keogh plans, and 401(k) plans, our transfer agent will send the confirmation and notice of our acceptance to the trustee. Please be aware that in purchasing Shares, custodians or trustees of employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by ERISA or other applicable laws and to the prohibited transaction rules prescribed by ERISA and related provisions of the Code. In addition, prior to purchasing Shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law. See "ERISA Considerations."

The Fund intends to qualify as a RIC under Subchapter M of the Code. For each taxable year that the Fund so 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 Fund intends to distribute its income and gains in a manner that it should not be subject to an entity-level income tax. These distributions generally will be taxable as ordinary income or capital gains to the Shareholders, whether or not they are reinvested in Shares. U.S. federally investors generally will not recognize unrelated business taxable income with respect to an investment in Shares as long as they do not borrow to make such investment. See "Tax Aspects - Distributions."

What provisions exist for the repurchase, transfer or sale of Shares by Shareholders?

The Shares are not a liquid investment. No Shareholder will have the right to require the Fund to repurchase such Shareholder's Shares or any portion thereof. To provide Shareholders with limited liquidity, the Fund is structured as an interval fund and intends to conduct quarterly offers at NAV to repurchase between 5% and 25% of its outstanding Shares, pursuant to Rule under the 1940 Act, unless such offer is suspended or postponed in accordance with regulatory requirements (as discussed below). In connection with any given quarterly repurchase offer, the Fund currently intends to repurchase 5% of its outstanding Shares. In the event that Shareholders in the aggregate tender for repurchase more than the number of Shares that the Fund will offer to repurchase for a given repurchase offer, the Fund will repurchase the shares on a pro rata basis, which may result in the Fund not honoring the full amount of a required minimum distribution requested by a Shareholder. The Fund expects the first repurchase request deadline to occur in September 2024.

Where can I find additional information on the Fund?

Our website, www.stepstonepw.com, is the best source for additional information on the Fund. We regularly post updated information regarding our portfolio and activity in documents such as the most recent Prospectus and Statement of Additional Information, a monthly fact card, an investor presentation, a fund commentary and the portfolio holdings report, along with other news, information and updates. The website also contains a link to our SEC filings. We may change the information posted on the website over time. The information on the website is not incorporated by reference into this Prospectus, and investors should not consider it a part of this Prospectus.

What will I receive in terms of fund reporting?

The Adviser will prepare, and make available to Shareholders, an audited annual report and an unaudited semi-annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. The Adviser will also make available a report on our operations on at least a quarterly basis. See "Reports to Shareholders" located in the "Statement of Additional Information."

When will I receive my detailed tax information?

Shareholders can expect to receive tax information via a or by the end of January.

What are the principal risks involved in an investment in the Fund?

An investment in the Fund involves several principal risks. Investing in the Shares may be considered speculative and involves a high degree of risk, including the risk of the loss of your investment. The Shares are illiquid and appropriate only as a long-term investment.

The Fund's performance depends upon the performance of its assets.

Underlying investments involve a high degree of business and financial risk, that can result in substantial losses.

The Fund will allocate a portion of its assets to multiple Investment Funds, and Shareholders will bear two layers of fees and expenses: management 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.

The Fund intends to qualify as a RIC under the Code but may be subject to substantial tax liabilities if it fails to so qualify.

Although the Fund intends to implement a quarterly share repurchase program, there is no guarantee that an investor will be able to sell all of the Shares that the investor desires to sell. The Fund should therefore be considered to offer limited liquidity. There is no market exchange available for Shares of the Fund, thereby making them difficult to liquidate.

Possible utilization of leverage, as limited by the requirements of the 1940 Act, may increase the Fund's volatility.

 Class T 

 Class S 

 Class D 

 Class I 

SHAREHOLDER FEES

Maximum sales load (percentage of purchase amount)

(as a percentage of the Fund's average net assets)

Management Fee

Acquired Fund Fees and Expenses

Incentive Fee

Interest Payments on Borrowed Funds

Distribution and/or Shareholder Servicing Fees

Other Expenses

Total Annual Fund Operating Expenses

Less Expense Limitation and Reimbursement

Total Annual Net Expenses

Investors purchasing Class T and Class S Shares may be charged a sales load of up to 3.50% of the investment amount. The table assumes the maximum sales load is charged. A Selling Agent may, in its discretion, waive all or a portion of the sales load for certain investors. See "Plan of Distribution."

The Acquired Fund Fees and Expenses are based on estimated amounts for the Fund's first 12 months of operations. Some or all of the Investment Funds in which the Fund intends to invest charge carried interests, incentive fees or allocations based on the Investment Funds' performance. The Investment Funds in which the Fund intends to invest generally charge a management fee of 0.50% to 2.00% based on invested capital, and approximately 0.0% to 20% of net profits as a carried interest allocation. The Acquired Fund Fees and Expenses disclosed above are based on historic returns of the Investment Funds in which the Fund anticipates investing during the first 12 months of operations, which may change substantially over time, therefore, significantly affect Acquired Fund Fees and Expenses. The 0.26% shown as Acquired Fund Fees and Expenses reflects operating expenses of the Investment Funds ( , management fees, administration fees and professional and other direct, fixed fees and expenses of the Investment Funds) after refunds, excluding any performance-based fees or allocations paid by the Investment Funds that are paid solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed as such fees and allocations for a particular period may be unrelated to the cost of investing in the Investment Funds.

The Fund anticipates that it may have interest income (as well as distributions from underlying funds that are classified as investment income) that could result in the payment of an Incentive Fee to the Adviser during certain periods. However, the Incentive Fee is based on the Fund's performance and will not be paid unless the Fund achieves certain performance targets. The Fund expects the Incentive Fee the Fund pays to increase to the extent the Fund earns greater interest income through its investments in portfolio companies. The Incentive Fee is calculated and payable quarterly in arrears based upon the Fund's fee net investment income" for the most recently completed calendar quarter, and is subject to a hurdle rate, expressed as a rate of return on the Fund's Net Assets, equal to 1.25% per quarter, or an annualized hurdle rate of 5.00%, subject to a feature. See "Management and Incentive Fees" for a full explanation of how the Incentive Fee is calculated.

The Advisers expect to utilize a credit facility in the first twelve months of the Fund's operations. Expenses may include, but are not limited to, upfront credit facility fees, undrawn fees, and interest payments.

Other Expenses include all other expenses incurred by the Fund, such as its organizational and offering expenses, certain administrative costs, certain origination or similar fees paid with respect to Private Credit and Income investments approved by the Adviser that are sourced by Investment Partners or through Investment Funds, and expenses relating to the offering and sale of Shares. Other Expenses are estimated for the first 12 months of operations. For more details regarding the Fund's estimated organizational and offering expenses, please see "Fund Expenses - Organizational and Offering Expenses."

Includes amounts paid under an administration agreement (the "Administration Agreement") between the Fund and StepStone Private Wealth as administrator (the "Administrator"). Under the Administration Agreement, the Fund pays the Administrator an administration fee (the "Administration Fee") in an amount up to 0.355% on an annualized basis of the Fund's net assets. From the proceeds of the Administration Fee, the Administrator pays UMB Fund Services, Inc. (the a fee (the Fee") in an amount up to 0.055% on an annualized basis of the Fund's net assets, subject to a minimum annual fee. The Fee is paid pursuant to a agreement and a fund accounting agreement each between the Administrator and the The Administration Fee will be accrued daily based on the value of the net assets of the Fund as of the close of business on each business day (including any assets in respect of shares that will be repurchased by the Fund on such date) and payable in arrears within ten business days after the end of the month. The Fee is calculated in a manner substantially similar to the Administration Fee and is payable monthly in arrears.

The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for the term beginning on the commencement of operations for subscriptions for Shares and ending on the anniversary thereof. The Adviser may extend the Limitation Period for a period of one year on an annual basis. The Expense Limitation and Reimbursement Agreement limits the amount of the Fund's aggregate ordinary operating expenses, excluding certain Specified Expenses listed below, borne by the Fund during the Limitation Period to an amount not to exceed 1.00% for Class T, S, D and I Shares, on an annualized basis, of the Fund's prior day net assets ("Expense Cap"). "Specified Expenses" that are not covered by the Expense Limitation and Reimbursement Agreement include: (i) the Management Fee; (ii) all fees and expenses of Private Credit and Income investments and other investments in which the Fund invests (including the underlying fees of the Investment Funds and other investments (the Acquired Fund Fees and Expenses)); (iii) the Incentive Fee; (iv) transactional costs, including legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Fund in connection with the servicing by third parties of, and other related administrative services associated with the acquisition and disposition of the Fund's investments; (v) interest payments incurred on borrowings by the Fund or its subsidiaries; (vi) fees and expenses incurred in connection with any credit facility obtained by the Fund or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vii) distribution and shareholder servicing fees, as applicable; (viii) taxes; and (ix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of shareholders. See "Fund Expenses" for additional information. If the Fund's aggregate ordinary operating expenses, exclusive of the Specified Expenses, in respect of any Class of Shares for any day exceeding the Expense Cap, the Adviser will waive its Management Fee, waive its Incentive Fee, directly pay and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. The Adviser may also directly pay expenses on behalf of the Fund and waive its Management Fee under the Expense Limitation and Reimbursement Agreement. To the extent that the Adviser waives its Management Fee or Incentive Fee, reimburses expenses to the Fund or pays expenses directly on 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 of the Limitation Period. However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Class of Shares if (i) the aggregate ordinary operating expenses have fallen to a level below the Expense Cap and (ii) the recouped amount does not raise the level of aggregate ordinary operating expenses plus waived fees, reimbursed expenses or directly paid expenses in respect of a Class of Shares in the month of recoupment to a level that exceeds any Expense Cap applicable at that time.

Annual Net Expenses include expenses limited by the Fund's Expense Limitation and Reimbursement Agreement net of the Expense Cap.

 If You SOLD Your Shares

1 Year

3 Year

5 Year

10 Year 

 Class T

$98

$221

$340

$622

 Class S

$98

$221

$340

$622

 Class D

$60

$177

$292

$570

 Class I

$57

$170

$281

$553

 If You HELD Your Shares

1 Year

3 Year

5 Year

10 Year 

 Class T

$98

$221

$340

$622

 Class S

$98

$221

$340

$622

 Class D

$60

$177

$292

$570

 Class I

$57

$170

$281

$553

direct Loans to U.S. and international private companies that are privately originated and negotiated directly by a lender (for example, traditional direct lenders include asset management firms (on behalf of their investors), insurance companies, BDCs and specialty finance companies) primarily including (a) first lien senior secured and unitranche loans, (b) second lien, unsecured, subordinated or mezzanine loans and structured credit, as well as broadly syndicated loans, club deals (generally investments made by a small group of investment firms), and (c) other Loans,

investments in bank Loans to U.S. and international private companies, including securities representing ownership or participation in a pool of such Loans, and

notes or other pass-through obligations representing the right to receive the principal and interest payments on direct Loans to U.S. and international private companies (or fractional portions thereof).

Privately offered structured products, such as collateralized loan obligations ("CLOs")

Privately originated lending (including, for example, core and transitionary real estate, structured products and infrastructure-related debt);

Other privately originated lending (including, for example, trade and supply chain finance, marketplace lending (consumers, lending to lenders, etc.), insurance-linked strategies and instruments, royalties, aviation financing, shipping, residential whole loan real estate,

regulatory capital financing and net asset value lending); and

Privately originated loans (including, for example, US residential mortgage loans and business loans in the EU).

transaction dynamics such as deal rationale, use of proceeds, rationale;

borrower credit profile including credit metrics, size of the borrower, resiliency of business model, market position, industry fundamentals, and relative value assessment;

historical financial performance; including asset valuation, financial analysis, scenario analysis, future projections, growth assumptions, free cash flow generation, profile, other key financial credit metrics, and comparable credit and equity analyses;

legal considerations including the strength of the credit structure and related documentation;

performance track record of the Investment Partner who sourced the opportunity;

performance track record and experience of the private equity sponsor;

analysis of the structure and leverage of the transaction; and

analysis on how the particular investment fits into the overall investment strategy of the Fund.

have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress;

may have limited financial resources and may be unable to meet their obligations under their debt securities, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment;

may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and changing market conditions, as well as general economic downturns;

generally, are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and

generally, have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position.

Forward foreign currency contracts do not eliminate fluctuations in the value of non-U.S. securities but rather allow the Fund to establish a fixed rate of exchange for a future point in

time. This strategy can have the effect of reducing returns and minimizing opportunities for gain. In order to execute such an agreement, the Fund would contract with a foreign or domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on daily price moves in such forward contracts, and banks and dealers are not required to continue to make markets in such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an unusually widespread between the price at which the bank or dealer is prepared to buy and that at which it is prepared to sell. Governmental imposition of credit controls might limit any such forward contract trading. With respect to its trading of forward contracts, if any, the Fund will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to perform with respect to such contracts. Any such default would deprive the Fund of any profit potential or force the Fund to cover its commitments for resale, if any, at the then market price and could result in a loss to the Fund.

Reverse repurchase agreements involve the risk that the buyer of the securities sold by the Fund might be unable to deliver them when the Fund seeks to repurchase. In the event that the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the buyer, trustee or receiver may receive an extension of time to determine whether to enforce the Fund's obligation to repurchase the securities, and the Fund's use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

A futures contract is a standardized agreement to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment, and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return, and the potential loss from futures can exceed the Fund's initial investment in such contracts.

If the Fund buys an option, it buys a legal contract giving it the right to buy or sell a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium paid by the Fund. If the Fund sells an option, it sells to another person the right to buy from or sell to the Fund a specific amount of the underlying instrument or futures contract on the underlying instrument at an agreed-upon price typically in exchange for a premium received by the Fund.

A swap contract is an agreement between two parties pursuant to which the parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indexes, reference rates, currencies or other instruments. Most swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis ( , the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. Swap agreements are particularly subject to counterparty credit, liquidity, valuation, correlation and leverage risk. Certain standardized swaps are now subject to mandatory central clearing requirements, and others are now required to be exchange-traded. While central clearing and exchange-trading are intended to reduce counterparty and liquidity risk, they do not make swap transactions risk-free. Swaps could result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected. The Fund's use of swaps may include those based on the credit of an underlying security, commonly referred to as "credit default swaps." Where the Fund is the buyer of a credit default swap contract, it would be entitled to receive the par (or other agreed-upon) value of a

referenced debt obligation from the counterparty to the contract only in the event of a default or similar event by a third party on the debt obligation. If no default occurs, the Fund would have paid to the counterparty a periodic stream of payments over the term of the contract and received no benefit from the contract. When the Fund is the seller of a credit default swap contract, it receives the stream of payments but is obligated to pay an amount equal to the par (or other agreed-upon) value of a referenced debt obligation upon the default or similar event of that obligation. The use of credit default swaps can result in losses if the Fund's assumptions regarding the creditworthiness of the underlying obligation prove to be incorrect.

all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund's investments in the underlying assets, including any fees and expenses charged by the investment managers (including management fees, carried interest or incentive fees and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to due diligence of portfolio transactions for the Fund such as direct and indirect expenses associated with the Fund's investments (whether or not consummated), and enforcing the Fund's rights in respect of such investments, transfer taxes and premiums, taxes withheld on dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;

attorneys' fees and disbursements associated with preparing and updating the Fund's registration statement and other regulatory filings, and with reviewing potential investments to be made and executing the Fund's investments;

fees and disbursements of all accountants or auditors engaged by the Fund, expenses related to the annual audit of the Fund, expenses related to the unaudited financial statements of the Fund and expenses related to the preparation, review, approval and filing of the Fund's tax information;

recordkeeping, custody and transfer agency fees and expenses;

the costs of errors and omissions/Trustees' and officers' liability insurance and a fidelity bond;

the Management Fee, the Incentive Fee and the Administration Fee;

fees paid to third-party consultants or service providers relating to the Fund's establishment or operations and fees paid to third-party providers for due diligence and valuation services;

the costs of preparing and mailing reports and other communications, including proxy, repurchase offer correspondence, annual reports or similar materials, to Shareholders;

fees of Trustees who are not "interested persons" and travel and administrative expenses of Trustees who are not "interested persons" relating to meetings of the Board of Trustees and committees thereof;

costs and charges related to electronic or other platforms through which investors may access, complete and submit subscription and other fund documents or otherwise facilitate activity with respect to their investment in the Fund;

costs of administrative, recordkeeping or investor related services charged by financial intermediaries in conjunction with processing through the National Securities Clearing Corporation's Fund/SERV and Networking or similar systems;

all costs and charges for equipment or services used in communicating information regarding the Fund's transactions among the Adviser and any custodian or other agent engaged by the Fund;

any extraordinary expenses (as defined below), including indemnification expenses as provided for in the Fund's organizational documents; and

other expenses not explicitly borne by the Adviser or Administrator associated with the investment operations 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 legal, accounting, registration and filing fees and expenses will be borne by the Fund. The Fund will also bear certain administrative costs.

No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Fund's Fee Net Investment Income does not exceed the Hurdle Rate;

100% of the dollar amount of the Fund's Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than or equal to 1.3889% in any calendar quarter (5.5556% annualized) will be payable to the Adviser. This portion of the Fund's Incentive Fee that exceeds the Hurdle Rate but is less than or equal to 1.3889% is referred to as the " " and is intended to provide the Adviser with an incentive fee of 10% on all of the Fund's Fee Net Investment Income when the Fund's Fee Net Investment Income reaches 1.3889% (5.5556% annualized) on net assets in any calendar quarter; and

10% of the dollar amount of the Fund's Fee Net Investment Income, if any, that exceeds 1.3889% (5.5556% annualized) on net assets in any calendar quarter will be payable to the Adviser once the Hurdle Rate and have been achieved (10% of the Fund's Fee Net Investment Income thereafter will be allocated to the Adviser).

Amount Authorized

Amount Held by the
Fund for its Own
Account

Amount Outstanding   

Class T Shares

Class S Shares

Class D Shares

Class I Shares

(No more than 7 days)

Shareholder Notification

Repurchase

Repurchase

  Repurchase

Request

Pricing Date

  Payment

Deadline

(determine NAV

  Deadline

at which shares will

be repurchased)

reinvest both ordinary income dividends and capital gain dividend distributions; or

receive both ordinary income dividends and capital gain dividend distributions in cash.

to manage and administer holdings in StepStone managed or advised funds, separately managed accounts, advisory engagements and any related business relationships (and, in each case, the investments made pursuant thereto) on an ongoing basis in accordance with the terms agreed between a Notice Recipient and SSG, SIRA, SRE or SPW, as applicable;

to carry out statistical analysis and market research; and

to comply with legal and regulatory obligations applicable to the Notice Recipient, StepStone or its managed or advised funds, separately managed accounts, advisory engagements or any related business relationship with the Notice Recipient from time to time, including applicable anti-money laundering and counter terrorist financing legislation, investor qualification legislation and tax legislation.

the right of access to nonpublic personal information held;

the right to amend and rectify any inaccuracies in nonpublic personal information held;

the right to erase nonpublic personal information held;

the right to data portability of nonpublic personal information held; and

the right to request restriction of the processing of nonpublic personal information