Exemption Application under Investment Company Act Form 40 APP

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1 UNDER THE ACT TO PERMIT CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF
THE ACT AND RULE 17d-1 UNDER THE ACT

STEPSTONE PRIVATE CREDIT FUND LLC; STEPSTONE PRIVATE MARKETS; Stepstone private venture AND growth fund; STEPSTONE PRIVATE INFRASTRUCTURE FUND; STEPSTONE PRIVATE CREDIT INCOME FUND; stepstone group private debt llc; stepstone group private wealth llc; STEPSTONE GROUP REAL ASSETS LP; StepStone Group Europe Alternative Investments Limited; AND STEPSTONE GROUP LP.

LEXINGTON C/RE, LLC; SRE FREYJA INVESTCO, LP; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE REAL ESTATE PARTNERS III COMPARTMENT; STEPSTONE REAL ESTATE PARTNERS III CAYMAN, LP; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE, L.P.; STEPSTONE REAL ESTATE PARTNERS III TE, L.P.; STEPSTONE REAL ESTATE PARTNERS III, L.P.; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE FEEDER, LP; SRE PRESERVATION INVESTCO, LP; SRE COLT OPCO INVESTCO, LP; SREP III COLT DEVCO CO-INVESTOR FEEDER, LP; SRE CARE INVESTCO, LP; SUNSTONE REAL ESTATE, LP; STEPSTONE REAL ESTATE PARTNERS III I OPPORTUNITIES FUND, LP; SRE PEACH INVESTCO, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE REAL ESTATE PARTNERS IV, LP; STEPSTONE REAL ESTATE PARTNERS IV PARALLEL, LP; STEPSTONE REAL ESTATE PARTNERS IV EUROPE SCS; REAL ESTATE INTERNATIONAL PARTNERSHIP FUND, I, LP; REAL ESTATE DOMESTIC PARTNERSHIP FUND I, L.P.; REAL ESTATE GLOBAL PARTNERSHIP FUND II, LP; SRE IV SPARK INVESTCO, LP; SRE III BOXER INVESTCO, LP; SRE III/IV WIZARD INVESTCO, LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS, LP; SRE CARE PROPCO UPSIZE - INVESTCO, LP; SSG ME REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB OPPORTUNITIES FUND II, L.P.; STEPSTONE BVK REAL ESTATE OPPORTUNITIES FUND SCSP; HEATHROW FOREST REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND II, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND II, LP; NFU MUTUAL GLOBAL REAL ESTATE, L.P.; STEPSTONE T REAL ESTATE OPPORTUNITIES FUND, L.P.; OSOOL EUROPEAN REAL ESTATE SP; SRE IV IGNITE INVESTCO, LP; SRE IV IGNITE INVESTCO (CIV), LP; JUNIVERSITAS REAL ESTATE DIVERSIFIED FUND SS (USD), L.P.; SIDF ACTIVE 1 LP; OSOOL EUROPEAN REAL ESTATE AIV LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS A; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS B; STEPSTONE REAL ESTATE INSURANCE FUND SERIES OF THE SALI MULTI-SERIES FUND, L.P.; G1 SRE SMA CAYMAN LP; ARTISTIC STEPS SMA LLC; SREP IV ACRE INVESTCO (CIV) LP; SREP V ALPHA EMERALD FEEDER, LP; SREP V ALPHA INVESTCO (CIV), LP; SRE SOLARIS INVESTCO, LP; STEPSTONE REAL ESTATE PARTNERS V, LP; STEPSTONE REAL ESTATE PARTNERS V 892, LP; STEPSTONE REAL ESTATE PARTNERS V QFP, LP; STEPSTONE REAL ESTATE PARTNERS V EUROPE SCS; 2007 CO-INVESTMENT PORTFOLIO, L.P.; ASIA REALTY ACCESS FEEDER LP; CAPITOL PRIVATE OPPORTUNITIES II (PARALLEL), L.P.; CAPITOL PRIVATE OPPORTUNITIES II, L.P.; CGR/PE, LLC; CVC CREDIT PARTNERS SPECIAL OPPORTUNITIES ACCESS FEEDER; ENERGY SELECT ACCESS FEEDER LP; EUROPE ENTERPRISE II OFFSHORE L.P.; EUROPE ENTERPRISE II ONSHORE L.P.; MEZZANINE CO-INVESTMENT PORTFOLIO L.P.; NYSCRF PIONEER PARTNERSHIP FUND B, L.P.; PEGASUS MULTI-STRATEGY SERIES (A) LP; REAL ESTATE DEVELOPMENT OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES C; SILVERSTONE II, LLC - SERIES E; SILVERSTONE II, LLC - SERIES G; STEPSTONE A OPPORTUNITIES FUND, L.P.; STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES A;

STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES B; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE ATLANTIC FUND, L.P. - INFRASTRUCTURE SERIES 1 2011; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 1 2009; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 2 2012; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2014; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.; STEPSTONE CAPITAL PARTNERS III OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS III, L.P.; STEPSTONE CGC OPPORTUNITIES I, L.P.; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE CAPITAL PARTNERS III COMPARTMENT; STEPSTONE FERRO OPPORTUNITIES FUND, L.P.; STEPSTONE FSS OPPORTUNITIES FUND, L.P.; STEPSTONE H OPPORTUNITIES FUND, L.P.; STEPSTONE INTERNATIONAL INVESTORS II, L.P.; STEPSTONE INTERNATIONAL INVESTORS II-G, L.P.; STEPSTONE INTERNATIONAL INVESTORS III, L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (DELAWARE), L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (GUERNSEY), L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND II, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND, L.P.; STEPSTONE KF PRIVATE EQUITY FUND, L.P.; STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.; STEPSTONE MEXICO I SPC; STEPSTONE MEZZANINE PARTNERS (OFFSHORE) I-A L.P.; STEPSTONE MEZZANINE PARTNERS I-A L.P.; STEPSTONE NPS PE FUND, L.P.; STEPSTONE PA TAP FUND I, LP; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP; STEPSTONE PIONEER CAPITAL EUROPE I, L.P. INCORPORATED; STEPSTONE PIONEER CAPITAL EUROPE II, L.P.; STEPSTONE PIONEER CAPITAL III, L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III CAYMAN HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III L.P.; STEPSTONE PRIVATE EQUITY PORTFOLIO L.P.; STEPSTONE RIVAS PRIVATE EQUITY FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND III OFFSHORE HOLDINGS SCSP; STEPSTONE SECONDARY OPPORTUNITIES FUND III, L.P.; STEPSTONE SEDCO U.S. OPPORTUNITIES FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND II, L.P.; STEPSTONE TACTICAL GROWTH FUND OFFSHORE HOLDINGS, L.P.; STEPSTONE TACTICAL GROWTH FUND, L.P.; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE XL OPPORTUNITIES FUND, L.P.; TERRACE INVESTMENT HOLDINGS, LLC; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.; STEPSTONE PRIVATE ACCESS PARTNERSHIP, L.P.; STEPSTONE JP OPPORTUNITIES FUND. L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND, L.P.; SILVERSTONE II, LLC - SERIES H; STEPSTONE NL OPPORTUNITIES FUND, LP; STEPSTONE TACTICAL GROWTH FUND II OFFSHORE HOLDINGS, L.P.; SILVERSTONE II, LLC - SERIES I; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE NL OPPORTUNITIES FUND II, LP; STEPSTONE NPS PE FUND, L.P. - TRANCHE B; CAPITOL PRIVATE OPPORTUNITIES III LP; CAPITOL PRIVATE OPPORTUNITIES III (PARALLEL) LP; STEPSTONE BVK OPPORTUNITIES FUND SCSP; STEPSTONE CAPITAL PARTNERS IV, L.P.; STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP; STEPSTONE ENDURANCE, L.P.; STEPSTONE JP OPPORTUNITIES FUND IA, L.P.; STEPSTONE KF PRIVATE EQUITY FUND II, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-A, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-B, L.P.; TERRACE INVESTMENT HOLDINGS SMF, LLC; STEPSTONE AP OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND II LP; CHINA OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES J; SILVERSTONE II, LLC - SERIES K (CLASS 1); SILVERSTONE II, LLC - SERIES K (CLASS 2); STEPSTONE P OPPORTUNITIES FUND, L.P.; SUNSTONE PE OPPORTUNITIES FUND LLC; STEPSTONE SECONDARY OPPORTUNITIES FUND IV, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV EUROPE HOLDINGS SCSP; STEPSTONE WATERFALL AGREGGATOR, LLC; STEPSTONE E OPPORTUNITIES FUND, L.P.; STEPSTONE E OFFSHORE OPPORTUNITIES FUND, L.P.; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND II, L.P.; SILVERSTONE IV, LLC - SERIES A; SILVERSTONE IV, LLC - SERIES B; SILVERSTONE IV, LLC - SERIES C; SILVERSTONE IV, LLC - SERIES D; SSOF IV OVERAGE SMA H, L.P.; SSOF IV OVERAGE SMA W, L.P.; STEPSTONE LMM OPPORTUNITIES FUND I, L.P.; STEPSTONE TS OPPORTUNITIES FUND, L.P.; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES B; BRIDGE VILLAGE LIMITED; STEPSTONE NPS PE FUND II, L.P.; HEATHROW FOREST ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE BV OPPORTUNITIES FUND, L.P.; SSOF IV OVERAGE SMA L, SCSP; STEPSTONE HCSCMPTEPP FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND III, L.P.; STEPSTONE TACTICAL GROWTH FUND III OFFSHORE HOLDINGS, L.P.; STEPSTONE VMB SECONDARY OPPORTUNITIES FUND HOLDINGS SCSP; STEPSTONE NL OPPORTUNITIES FUND III, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND IV, L.P.; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND, L.P.; SSG PENINSULA FUND, L.P.; STEPSTONE NPS PE FUND II, L.P. - TRANCHE C; SILVERSTONE PATTERN, LLC, SERIES A; SILVERSTONE PATTERN, LLC, SERIES B; SILVERSTONE IV, LLC - SERIES E;

SILVERSTONE BALFOUR, L.P.; STEPSTONE MEXICO I SPC - SERIES E; STEPSTONE TC OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (OFFSHORE), L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (ONSHORE), L.P.; STEPSTONE PI OPPORTUNITIES FUND, L.P.; ALTRIUM II ACCESS FEEDER, LP; STEPSTONE-CARLYLE ASIA PARTNERS GROWTH II ACCESS FUND, LP; STEPSTONE NL OPPORTUNITIES FUND IV, L.P.; STEPSTONE P OPPORTUNITIES FUND II, L.P.; STEPSTONE YELLOWCREEK FUND, L.P.; STEPSTONE BVK OPPORTUNITIES FUND II SCSP; STEPSTONE THUNDERBIRD OPPORTUNITIES FUND, LP; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND V, L.P.; SILVERSTONE IV, LLC - SERIES F; SILVERSTONE IV, LLC - SERIES H; SILVERSTONE IV, LLC - SERIES I; SILVERSTONE IV, LLC - SERIES J; SILVERSTONE IV, LLC - SERIES K; SILVERSTONE IV, LLC - SERIES L; SILVERSTONE IV, LLC - SERIES M; SILVERSTONE IV, LLC - SERIES N; SILVERSTONE PEBBLES IV, LLC; SILVERSTONE TREE FROG, L.P.; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES A; STEPSTONE FSS OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE CAPITAL PARTNERS V, L.P.; STEPSTONE CAPITAL PARTNERS V OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS V EUROPE HOLDINGS; SILVERSTONE VC HOLDINGS, LLC - SERIES A; HEATHROW FOREST VENTURE OPPORTUNITIES FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V, L.P; STEPSTONE SECONDARY OPPORTUNITIES FUND V OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V EUROPE HOLDINGS, SCSP; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2022; SSOF V OVERAGE SMA W, L.P.; SSOF V OVERAGE EUROPE SCSP; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES B; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES C; SILVERSTONE NOLAN, L.P.; SILVERSTONE NOLAN (ONSHORE), LLC; SILVERSTONE NOLAN AGGREGATOR, LLC; SILVERSTONE LADDER, L.P.; STEPSTONE PRIVATE MARKETS HORIZONS FUND, L.P.; STEPSTONE NL OPPORTUNITIES FUND V, L.P.; SILVERSTONE ERASMUS, LLC; CAPITOL PRIVATE OPPORTUNITIES IV LP; CAPITOL PRIVATE OPPORTUNITIES IV (PARALLEL) LP; SILVERSTONE VC HOLDINGS, LLC - SERIES B; STEPSTONE ACCELERATE DIVERSITY FUND, L.P.; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES B; STEPSTONE FERWA FUND, LP; STEPSTONE ROSA SPECIAL FUND, L.P.; STEPSTONE ROSA MASTER FUND, L.P.; STEPSTONE OPPORTUNITIES VC NZ FUND, LP; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES C; STEPSTONE PEGASUS FUND, L.P.; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES C; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES C; STEPSTONE BOULDER SECONDARY OPPORTUNITIES SMA OFFSHORE HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY LP SECONDARY OPPORTUNITIES LTD; STEPSTONE CLIMATE FUND HOLDINGS LP; STEPSTONE CLIMATE FUND PARALLEL LP; SILVERSTONE PEBBLES V, LLC; STEPSTONE TACTICAL GROWTH FUND IV, L.P.; STEPSTONE TACTICAL GROWTH FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE TATICAL GROWTH FUND IV EUROPE HOLDINGS, SCSP; SILVERSTONE KAHUNA, LLC; STEPSTONE HOLYROOD PRIVATE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE OXFORD FUND I, L.P.; STEPSTONE OXFORD FUND I, L.P. - SERIES B; STEPSTONE OXFORD FUND I, L.P. - SERIES C; SSOF V OVERAGE OFFSHORE, L.P; STEPSTONE PF OPPORTUNITIES FUND (L), L.P.; SILVERSTONE COVE AGGREGATOR, L.P.; SILVERSTONE COVE OFFSHORE AGGREGATOR, L.P.; STEPSTONE KF INFRASTRUCTURE FUND, L.P.; STEPSTONE NPS INFRASTRUCTURE FUND, L.P.; STEPSTONE NLGI INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE SCORPIO INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE R CO-INVESTMENT PARTNERSHIP, L.P.; SUNSIRA INFRASTRUCTURE FUND, LLC; STEPSTONE KF INFRASTRUCTURE FUND II, L.P.; STEPSTONE C STRATEGIC CORE INFRASTRUCTURE PARTNERSHIP, L.P; STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE G INFRASTRUCTURE OPPORTUNITIES, LP; STEPSTONE NPS INFRASTRUCTURE FUND II, LP; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; SSG ME INFRASTRUCTURE OPPORTUNITIES FUND, L.P;, STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-G, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-R, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE DEBT OPPORTUNITIES FUND, L.P.; STEPSTONE PTS INFRASTRUCTURE SECONDARY OPPORTUNITIES FUND HOLDINGS, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; TORANOMON INFRASTRUCTURE 1, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 EUROPE, SCSP; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 PARALLEL, L.P.; STEPSTONE NZ INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND III, L.P.; LIBRA OPPORTUNITIES FUND, L.P; STEPSTONE TMAM INFRASTRUCTURE OPPORTUNITIES LIMITED; STEPSTONE ATS INFRASTRUCTURE MASTER, L.P.; STEPSTONE ONTARIO NATURAL RESOURCES OPPORTUNITIES FUND, L.P.; STEPSTONE HOLYROOD INFRASTRUCTURE OPPORTUNITIES FUND, L.P; STEPSTONE MINDEROO OPPORTUNITIES FUND LP; NFU MUTUAL GLOBAL INFRASTRUCTURE, L.P.; STEPSTONE IP INFRASTRUCTURE OPPORTUNITIES FUND, LP; SC Co-Investments Private Debt Fund LP; Swiss Capital Co-Investments Private Debt Offshore SP; SSG Mexico Private Debt Fund I SP;

StepStone Aman Private Credit Oriented Fund I SP; SSG NLGI European Direct Lending SP; Swiss Capital Private Debt Feeder Fund I LP; Swiss Capital Private Debt Feeder Fund II LP; StepStone Opportunistic Lending Fund I LP; SSG Warehouse Aggregator Fund L.P; SSG Tilad Private Debt Fund LP; SSG PAT Private Debt Fund LP; SSG Credit Specialties Fund II LP; SSG Credit Specialties Fund I LP; StepStone ADF Opportunities Fund LP; SC CWMAA Senior Corporate Lending LP; Senior Corporate Lending Enhanced I Fund LP; SSG ME Private Debt Fund LP; StepStone Senior Corporate Lending Fund II (Cayman) LP; StepStone Credit Opportunities Fund I - A LP; StepStone Senior Corporate Lending Fund III (Cayman) LP; Stepstone Private Debt Fund 2023 LP (Kyosai); SSG EF Opportunities Fund LP; StepStone Credit Opportunities Fund I (Cayman) LP; StepStone Credit Opportunities Fund II (Cayman) LP; SCL XL I Fund LP; SSG Enstar Private Credit Fund (Cayman) LP; SSG OAM Private Debt Fund LP; VG Co-Investments Private Debt Fund LP; StepStone Trade Finance Fund; LG Direct Lending; SC LV Private Debt Platform Fund; 3SC Pride Fund; SSG Valluga Fund; PR Private Debt Platform Fund; SSG GEN Credit Fund I; SSG GEN Credit Fund II; SSG GEN Credit Fund III; SSG SF Income Fund US; SSG BL Private Debt Fund (Church Limburg); SSG Enstar Private Debt Fund I; SSG Enstar Private Debt Fund II; SSG COV Private Debt Fund (Covestro); SSG VDA Private Debt Fund (Valida); SSG SCL III Fund; SSG SCL II Fund; SSG ABI Private Debt Fund (Airbus); SSG INTER Private Debt Fund; SSG KVBW Private Debt Fund; SSG EZVK Private Debt Fund; SSG ERK Private Debt Fund; SSG BI Private Debt Fund (Boehringer); SSG SI Private Debt Fund (Signal Iduna); LG Income Fund; SC LV Private Debt Fund; Agon Fund; Senior Corporate Lending Fund I; EuroPrima Fund; CWPS Global Infrastructure Fund; Senior Corporate Lending Europe Fund; PR Private Debt Fund; SSG SF Income Fund; StepStone BL Private Debt Fund (Church Limburg); StepStone Credit Opportunities Fund I; StepStone Credit Opportunities Fund II; StepStone Senior Corporate Lending Fund III; StepStone Senior Corporate Lending Fund III (Europe); StepStone PSY ENPAP Private Debt Fund; IMI Private Debt Fund; StepStone Senior Corporate Lending Fund II; VG Global Private Debt Fund I; VG US Private Debt Fund; AXA VORSORGE PRIVATE DEBT SCA SICAV-RAIF - PRIVATE DEBT VINTAGE 2022; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE DEBT; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE EQUITY; SSG PRIVATE DEBT PORTFOLIO UMBRELLA SCA SICAV-RAIF - STEPSTONE TPM PRIVATE DEBT FUND (TRUFFLE); SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVEST EUROPEAN PRIVATE DEBT FUND; SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVESTMENT EUROPEAN TRADITIONAL SENIOR LENDING FUND (TSL); SC PRIVATE DEBT FUND III; HELVETIA EUROPEAN PRIVATE DEBT FUND; VG European Private Debt Funds - Co-Investment Private Debt Fund; SSG PRIVATE DEBT RATED NOTES I LP; SSG PRIVATE DEBT RATED NOTES II LP; HEATHROW FOREST PRIVATE DEBT FUND, L.P.; SSG PRIVATE CREDIT (US) GP LLC; EAF Complan II; StepStone (luxembourg) sca sicav - raif; stepstone (luxembourg) sca sicav-raif - StepStone Private Venture and Growth Fund; stepstone (luxembourg) sca sicav-raif - private Infrastructure fund; stepstone (Luxembourg) sca sicav - stepstone private markets; stepstone private markets feeder ltd.; STEPSTONE PRIVATE VENTURE AND GROWTH (AUSTRALIA) FUND; stepstone private Infrastructure (australia) fund; Swiss Capital Anlagestiftung I, Private Debt Allocator I; Swiss Capital Anlagestiftung I, Private Debt Allocator II; Swiss Capital Anlagestiftung I, Private Debt Allocator III; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator IV; Swiss Capital Anlagestiftung I, Private Debt Allocator V; Swiss Capital Anlagestiftung I, Private Debt Allocator VI; Swiss Capital Anlagestiftung I, Private Debt Allocator VIII; Swiss Capital Anlagestiftung I, Private Debt Allocator IX; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator XI; AND Swiss Capital Anlagestiftung I, Private Markets Allocator II.

277 Park Avenue, 44^th Floor
New York, NY, 10172

All Communications, Notices and Orders to:

Ariel Goldblatt Chief Executive Officer StepStone Group Private Debt LLC 277 Park Avenue, 44th Floor New York, NY, 10172

Robert W. Long Chief Executive Officer StepStone Group Private Wealth LLC 128 S Tryon St., Suite 880 Charlotte, NC 28202

Copies to:

Richard Horowitz, Esq.

Clay Douglas, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Telephone: (212) 698-3500

September 17, 2024

I.

INTRODUCTION

A.	Requested Relief

StepStone Private Credit Fund LLC and its related entities, identified in section I.B. below, hereby request an order (the "Order") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the "Act")¹ and Rule 17d-1 thereunder² authorizing certain joint transactions that otherwise would be prohibited by either or both of Sections 17(d) and 57(a)(4) as modified by the exemptive rules adopted by the U.S. Securities and Exchange Commission (the "Commission") under the Act.

In particular, the relief requested in this application (the "Application") would allow one or more Regulated Funds (including one or more BDC Downstream Funds) and/or one or more Affiliated Funds (each as defined below) to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 17(d) or 57(a)(4) and the rules under the Act.

All existing entities that currently intend to rely on the Order have been named as Applicants (defined below) and any existing or future entities that may rely on the Order in the future will comply with the terms and conditions set forth in this application (the "Conditions").

Applicants do not seek relief for transactions that would be permitted under other regulatory or interpretive guidance, including, for example, transactions effected consistent with Commission staff no-action positions.³

No Regulated Fund or Affiliated Fund that relies on this Order will rely on any other order of the Commission authorizing co-investment transactions pursuant to Sections 17(d) and 57(i) of the Act and no entity that relies on another such order of the Commission will rely on this Order.

B.	Applicants Seeking Relief:

●	StepStone Private Credit Fund LLC (the "Existing BDC"), an externally-managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC (defined below) under the Act; and

●	StepStone Private Markets, a closed-end management investment company registered under the Act ("SPRIM");

●	StepStone Private Venture and Growth Fund, a closed-end management investment company registered under the Act ("SPRING");

●	StepStone Private Infrastructure Fund ("SPRIF"), a closed-end management investment company registered under the Act that operates as an interval fund;

●	StepStone Private Credit Income Fund ("CRDEX", together with the Existing BDC, SPRIM, SPRING and SPRIF, the "Existing Regulated Funds"), a closed-end management investment company registered under the Act that operates as an interval fund;

1	Unless otherwise indicated, all section references herein are to the Act.

2	Unless otherwise indicated, all rule references herein are to rules under the Act.

3	See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

●	StepStone Group Private Debt LLC ("StepStone Private Debt"), a Delaware limited liability company which serves as the investment adviser to the Existing BDC and as sub-adviser to CRDEX, on behalf of itself and its successors;4

●	StepStone Group Private Wealth LLC, a Delaware limited liability company that serves as the investment adviser to SPRIM, SPRING, SPRIF and CRDEX ("StepStone Private Wealth"), on behalf of itself and its successors;

●	StepStone Group Real Assets LP, the sub-adviser to SPRIF ("StepStone Group Real Assets"), on behalf of itself and its successors;

●	StepStone Group Europe Alternative Investments Limited, the sub-adviser to the Existing BDC and sub-sub-adviser to CRDEX ("StepStone Group Europe"), on behalf of itself and its successors;

●	StepStone Group LP, the sub-adviser to SPRIM and SPRING ("StepStone Group", together with StepStone Private Debt, StepStone Private Wealth, StepStone Group Real Assets and StepStone Group Europe, the "Existing Advisors"), on behalf of itself and its successors;

●

Investment funds and other vehicles set forth on Schedule A hereto, each of which is an entity whose investment adviser is an Existing Advisor and that would be an investment company but for Section 3(c)(1), 3(c)(5)(C)or 3(c)(7) of the Act or Rule 3a-7 thereunder (collectively, the "Existing Affiliated Funds" and collectively with the Existing Regulated Funds, and the Existing Advisors, the "Applicants").

C.	Defined Terms

"Advisor" means each of the Existing Advisors and any Future Advisor (defined below).

"Affiliated Fund" means (a) any Existing Affiliated Fund; and (b) any entity (i) whose investment adviser (and sub-adviser(s), if any) are Advisors, (ii) that either (x) would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act or (y) relies on Rule 3a-7 under the Act and (iii) that is not a BDC Downstream Fund, and (c) that intends to participate in the Co-Investment Program.

"BDC" means a business development company under the Act.⁵

"BDC Downstream Fund" means, with respect to any Regulated Fund that is a BDC, an entity (i) that the BDC directly or indirectly controls, (ii) that is not controlled by any person other than the BDC (except a person that indirectly controls the entity solely because it controls the BDC), (iii) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the Act, (iv) whose investment adviser (and sub-adviser(s), if any) is an Advisor, (v) that is not a Wholly-Owned Investment Sub and (vi) that intends to participate in the Co-Investment Program.

4	The term successor, as applied to each Advisor, means an entity which results from a reorganization into another jurisdiction or change in the type of business organization.

5	Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in Section 55(a)(1) through 55(a)(3) and makes available significant managerial assistance with respect to the issuers of such securities.

"Board" means (i) with respect to a Regulated Fund other than a BDC Downstream Fund, the board of directors (or the equivalent) of the applicable Regulated Fund and (ii) with respect to a BDC Downstream Fund, the Independent Party of the BDC Downstream Fund.

"Board-Established Criteria" means criteria that the Board of a Regulated Fund may establish from time to time to describe the characteristics of Potential Co-Investment Transactions regarding which the Advisor to the Regulated Fund should be notified under Condition 1. The Board-Established Criteria will be consistent with the Regulated Fund's Objectives and Strategies (defined below). If no Board-Established Criteria are in effect, then the Regulated Fund's Advisor will be notified of all Potential Co-Investment Transactions that fall within the Regulated Fund's then-current Objectives and Strategies. Board-Established Criteria will be objective and testable, meaning that they will be based on observable information, such as industry/sector of the issuer, minimum EBITDA of the issuer, asset class of the investment opportunity or required commitment size, and not on characteristics that involve a discretionary assessment. The Advisor to the Regulated Fund may from time to time recommend criteria for the Board's consideration, but Board-Established Criteria will only become effective if approved by a majority of the Independent Directors (defined below). The Independent Directors of a Regulated Fund may at any time rescind, suspend or qualify their approval of any Board-Established Criteria, though Applicants anticipate that, under normal circumstances, the Board would not modify these criteria more often than quarterly.

"Close Affiliate" means the Advisor, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).

"Co-Investment Program" means the proposed co-investment program that would permit one or more Regulated Funds and/or one or more Affiliated Funds to participate in the same investment opportunities where such participation would otherwise be prohibited under Section 57(a)(4) and Rule 17d-1 by (a) co-investing with each other in securities issued by issuers in private placement transactions in which an Advisor negotiates terms in addition to price;⁶ and (b) making Follow-On Investments (as defined below).

"Co-Investment Transaction" means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

6	The term "private placement transactions" means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act of 1933 (the "Securities Act").

"Disposition" means the sale, exchange or other disposition of an interest in a security of an issuer.

"Eligible Directors" means, with respect to a Regulated Fund and a Potential Co-Investment Transaction, the members of the Regulated Fund's Board eligible to vote on that Potential Co-Investment Transaction under Section 57(o) of the Act (treating any registered investment company or series thereof as a BDC for this purpose).

"Follow-On Investment" means (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.

"Future Advisor" means any future investment advisor that (i) controls, is controlled by, or is under common control with StepStone Group, (ii) (a) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") or (b) is a relying adviser of an investment adviser that is registered under the Advisers Act and that controls, is controlled by, or is under common control with, StepStone Group, and (iii) is not a Regulated Fund or a subsidiary of a Regulated Fund.

"Future Regulated Fund" means a closed-end management investment company (a) that is registered under the Act or has elected to be regulated as a BDC, (b) whose investment adviser (and sub-adviser(s), if any) is an Advisor, and (c) that intends to participate in the Co-Investment Program.

"Independent Director" means a member of the Board of any relevant entity who is not an "interested person" as defined in Section 2(a)(19) of the Act. No Independent Director of a Regulated Fund (including any non-interested member of an Independent Party) will have a financial interest in any Co-Investment Transaction, other than indirectly through share ownership in one of the Regulated Funds.

"Independent Party" means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

"JT No-Action Letters" means SMC Capital Inc. SEC No-Action Letter (pub. avail. Sept. 5, 1995) and Massachusetts Mutual Life Insurance Company, SEC No-Action Letter (pub. avail. June 7, 2000).

"Objectives and Strategies" means (i) with respect to any Regulated Fund other than a BDC Downstream Fund, its investment objectives and strategies, as described in its most current registration statement on Form 10 or N-2, as applicable, other current filings with the Commission under the Securities Act or under the Securities Exchange Act of 1934, as amended, and its most current report to stockholders, and (ii) with respect to any BDC Downstream Fund, those investment objectives and strategies described in its disclosure documents (including private placement memoranda and reports to equity holders) and organizational documents (including operating agreements).

"Potential Co-Investment Transaction" means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.

"Pre-Boarding Investments" are investments in an issuer held by a Regulated Fund as well as one or more Affiliated Funds and/or one or more other Regulated Funds that were acquired prior to participating in any Co-Investment Transaction:

(i)in transactions in which the only term negotiated by or on behalf of such funds was priced in reliance on one of the JT No-Action Letters; or

(ii)in transactions occurring at least 90 days apart and without coordination between the Regulated Fund and any Affiliated Fund or other Regulated Fund.

"Regulated Funds" means the Existing Regulated Funds, the Future Regulated Funds and the BDC Downstream Funds.

"Related Party" means (i) any Close Affiliate and (ii) in respect of matters as to which an Advisor has knowledge, any Remote Affiliate.

"Remote Affiliate" means any person described in Section 57(e) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that definition.

"Required Majority" means a required majority, as defined in Section 57(o) of the Act.⁷

"SBIC Subsidiary" means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (the "SBA") to operate under the Small Business Investment Act of 1958, as amended, (the "SBA Act") as a small business investment company (an "SBIC').

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In the case of a Regulated Fund that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a board of directors (or the equivalent), the members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o). In the case of a BDC Downstream Fund with a transaction committee or advisory committee, the committee members that make up the Required Majority will be determined as if the BDC Downstream Fund were a BDC subject to Section 57(o) and as if the committee members were directors of the fund.

"StepStone Proprietary Account" means an Advisor in a principal capacity, and any direct or indirect, wholly- or majority-owned subsidiary of such Advisor that, from time to time, may hold various financial assets in a principal capacity.

"Tradable Security" means a security that meets the following criteria at the time of Disposition:

(i)it trades on a national securities exchange or designated offshore securities market as defined in rule 902(b) under the Securities Act;

(ii)it is not subject to restrictive agreements with the issuer or other security holders; and

(iii) it trades with sufficient volume and liquidity (findings as to which are documented by the Advisor to any Regulated Funds holding investments in the issuer and retained for the life of the Regulated Fund) to allow each Regulated Fund to dispose of its entire position remaining after the proposed Disposition within a short period of time not exceeding 30 days at approximately the value (as defined by section 2(a)(41) of the Act) at which the Regulated Fund has valued the investment.

"Wholly-Owned Investment Sub" means an entity (i) that is a wholly-owned subsidiary⁸ of a Regulated Fund (with such Regulated Fund at all times holding, beneficially and of record, directly or indirectly, 95% or more of the voting and economic interests); (ii) whose sole business purpose is to hold one or more investments on behalf of such Regulated Fund (and, in the case of an SBIC Subsidiary, maintain a license under the SBA Act and issue debentures guaranteed by the SBA); (iii) with respect to which such Regulated Fund's Board has the sole authority to make all determinations with respect to the entity's participation under the Conditions to this application; and (iv) (A) that would be an investment company but for Section 3(c)(1), 3(c)(5)(C), or 3(c)(7) of the Act, or (B) that qualifies as a real estate investment trust ("REIT") within the meaning of Section 856 of the Internal Revenue Code ("Code") because substantially all of its assets would consist of real properties.

II.	APPLICANTS

A.	The Existing Regulated Funds

The Existing Regulated Funds are externally-managed, non-diversified, closed-end management investment companies organized in Delaware. The Existing BDC has elected to be regulated as a BDC under the Act. Each of SPRIM and SPRING is a closed-end management investment company registered under the Act. Each of SPRIF and CRDEX is a closed-end management investment company registered under the Act that operates as an interval fund. Each Existing Regulated Fund has qualified and elected (or intends to qualify and elect) to be treated as a regulated investment company (a "RIC") under Subchapter M of the Code, and intends to continue to qualify as a RIC in the future.

8	A "wholly-owned subsidiary" of a person is as defined in Section 2(a)(43) of the Act and means a company 95% or more of the outstanding voting securities of which are owned by such person.

The Existing BDC's Objectives and Strategies are to generate current income and, to a lesser extent, long-term capital appreciation primarily through debt investments in US middle market companies. SPRIM's Objectives and Strategies are to seek long-term capital appreciation and regular current income by investing in a broad cross section of private market assets. SPRING's Objective and Strategies are to seek long-term capital appreciation by offering investors access to a venture capital and growth equity investment portfolio focused on the innovation economy. SPRIF's Objective and Strategies are to seek current income and long-term capital appreciation by offering investors access to a global investment portfolio of private infrastructure assets. CRDEX's Objective and Strategies are to seek to generate current income and, to a lesser extent, long-term capital appreciation, by investing in private credit and income-related investments.

Each Existing Regulated Fund's business and affairs are managed under the direction of a Board, a majority of whom are Independent Directors. Each Existing Regulated Fund's Board has delegated daily management and investment authority to the relevant Existing Advisor(s).

B.	Existing Affiliated Funds

The Existing Affiliated Funds are investment funds each of whose investment adviser and investment sub-adviser (if any) is an Existing Advisor and each of which would be an investment company but for Section 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Act or relies on Rule 3a-7 under the Act. A list of the Existing Affiliated Funds is included on Schedule A hereto.

C.	The Existing Advisors

Each of StepStone Private Debt and StepStone Private Wealth is a limited liability company organized under the laws of the state of Delaware. Each of StepStone Group Real Assets and StepStone Group is a limited partnership organized under the laws of the state of Delaware. StepStone Group Europe is a private limited company organized under the laws of the Republic of Ireland. StepStone Private Debt serves as investment adviser to the Existing BDC and sub-adviser to CRDEX. StepStone Private Wealth serves as investment adviser to SPRIM, SPRING, SPRIF and CRDEX. StepStone Group Real Assets serves as the sub-adviser to SPRIF. StepStone Group Europe serves as the sub-adviser to the Existing BDC and sub-sub-adviser to CRDEX. StepStone Group serves as the sub-adviser to SPRIM and SPRING, and directly controls StepStone Private Wealth and StepStone Group Real Assets. StepStone Group is also under common control with StepStone Private Debt and StepStone Group Europe. Each Existing Advisor is registered as an investment adviser with the Commission under the Advisers Act.

D.	The StepStone Proprietary Accounts

The StepStone Proprietary Accounts, if any, will hold various financial assets in a principal capacity. Each Advisor has various business lines that it may operate through wholly- or majority-owned subsidiaries. Currently, there are no subsidiaries of an Advisor that exist and currently intend to participate in the Co-Investment Program.

III.	ORDER REQUESTED

The Applicants respectfully request an Order of the Commission under Sections 17(d) and 57(i) and Rule 17d-1 thereunder to permit, subject to the terms and Conditions set forth below in this Application, a Regulated Fund and one or more other Regulated Funds and/or one or more Affiliated Funds to enter into Co-Investment Transactions with each other.

The Regulated Funds and the Affiliated Funds seek relief to enter into Co-Investment Transactions because such Co-Investment Transactions would otherwise be prohibited by either or both of Section 17(d) or Section 57(a)(4) and the Rules under the Act without an exemptive order from the Commission. This Application seeks relief in order to (i) enable the Regulated Funds and Affiliated Funds to avoid, among other things, the practical commercial and/or economic difficulties of trying to structure, negotiate and persuade counterparties to enter into transactions while awaiting the granting of the relief requested in individual applications with respect to each Co-Investment Transaction that arises in the future and (ii) enable the Regulated Funds and the Affiliated Funds to avoid the significant legal and other expenses that would be incurred in preparing such individual applications.

A.

Overview

Applicants include the Existing Advisors, which manage the Existing Regulated Funds and Existing Affiliated Funds. The Existing Advisors manage the assets entrusted to them by their clients in accordance with their fiduciary duties to those clients and, in the case of the Existing Regulated Funds, the Act.

The Existing Advisors have established rigorous processes for allocating initial investment opportunities, opportunities for subsequent investments in an issuer and dispositions of securities holdings reasonably designed to treat all clients fairly and equitably. As discussed below, these processes will be extended and modified in a manner reasonably designed to ensure that the additional transactions permitted under the Order will both (i) be fair and equitable to the Regulated Funds and the Affiliated Funds and (ii) comply with the Conditions contained in the Order.

1.	The Investment Process

The investment process consists of three stages: (i) the identification and consideration of investment opportunities (including follow-on investment opportunities); (ii) order placement and allocation; and (iii) consideration by each applicable Regulated Fund's Board when a Potential Co-Investment Transaction is being considered by one or more Regulated Funds, as provided by the Order.

(a) Identification and Consideration of Investment Opportunities

Opportunities for Potential Co-Investment Transactions may arise when investment advisory personnel of an Advisor become aware of investment opportunities that may be appropriate for a Regulated Fund and one or more other Regulated Funds and/or one or more Affiliated Funds. If the requested Order is granted, the Advisor will establish, maintain and implement policies and procedures reasonably designed to ensure that, when such opportunities arise, the Advisor to the relevant Regulated Fund is promptly notified and receives the same information about the opportunity as any other Advisors considering the opportunity for their clients. In particular, consistent with Condition 1, if a Potential Co-Investment Transaction falls within the then-current Objectives and Strategies and any Board-Established Criteria of a Regulated Fund, the policies and procedures will require that the Advisor to such Regulated Fund receive sufficient information to allow such Advisor's investment committee to make its independent determination and recommendations under Conditions 1, 2(a), 6, 7, 8 and 9 (as applicable).⁹ In addition, the policies and procedures will specify the individuals or roles responsible for carrying out the policies and procedures, including ensuring that the Advisor receives such information. After receiving notification of a Potential Co-Investment Transaction under Condition 1(a), the Advisor to each applicable Regulated Fund will then make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Fund's then-current circumstances.

Applicants represent that, if the requested Order is granted, the Advisor will be charged with making sure they identify, and participate in this process with respect to, each investment opportunity that falls within the Objectives and Strategies and Board-Established Criteria of each Regulated Fund. Applicants assert that the Advisor's allocation policies and procedures are structured so that the relevant investment advisory personnel for each Regulated Fund will be promptly notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of such Regulated Fund and that the Advisor will undertake to perform these duties regardless of whether the Advisor serves as investment adviser or sub-adviser to the Regulated Fund or Affiliated Funds.

(b) Order Placement and Allocation

General. If an Advisor to a Regulated Fund deems the Regulated Fund's participation in any Potential Co-Investment Transaction to be appropriate, it will formulate a recommendation regarding the proposed order amount for the Regulated Fund.

Allocation Procedure. For each Regulated Fund and Affiliated Fund whose Advisor recommends participating in a Potential Co-Investment Transaction, such Advisor's investment committee will approve an investment with the Advisor's allocation committee approving the amount to be allocated to each Regulated Fund and/or Affiliated Fund participating in the Potential Co-Investment Transaction. Prior to the External Submission (as defined below), each proposed order amount may be reviewed and adjusted, in accordance with the applicable Advisor's written allocation policies and procedures, by the applicable Advisor's investment committee.¹⁰ The order of a Regulated Fund or Affiliated Fund resulting from this process is referred to as its "Internal Order". The Internal Order will be submitted for approval by the Required Majority of any participating Regulated Funds in accordance with the Conditions and as discussed in section III.A.1.c. below.

9

Representatives from each Advisor to a Regulated Fund are members of each investment committee or otherwise entitled to participate in each meeting of any investment committee that is expected to approve or reject recommended investment opportunities falling within its Regulated Funds' Objectives and Strategies and Board-Established Criteria. Accordingly, the policies and procedures may provide, for example, that an Advisor will receive the information required under Condition 1 in conjunction with its representatives' participation in the relevant investment committee's meetings. The allocation memorandum for each Potential Co-Investment Transaction will document the recommendations by the investment committee.

10	The reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of the Advisor.

If the aggregate Internal Orders for a Potential Co-Investment Transaction do not exceed the size of the investment opportunity immediately prior to the submission of the orders to the underwriter, broker, dealer or issuer, as applicable (the "External Submission"), then each Internal Order will be fulfilled as placed. If, on the other hand, the aggregate Internal Orders for a Potential Co-Investment Transaction exceed the size of the investment opportunity immediately prior to the External Submission, then the allocation of the opportunity will be made pro rata on the basis of the size of the Internal Orders.¹¹ If, subsequent to such External Submission, the size of the opportunity is increased or decreased, or if the terms of such opportunity, or the facts and circumstances applicable to the Regulated Funds' or the Affiliated Funds' consideration of the opportunity, change, the participants will be permitted to submit revised Internal Orders in accordance with written allocation policies and procedures that the Advisor will establish, implement and maintain. The Board of the Regulated Fund will then either approve or disapprove of the investment opportunity in accordance with Condition 2, 6, 7, 8 or 9, as applicable.

Compliance. Applicants represent that the Advisor's allocation review process is a robust process designed as part of their overall compliance policies and procedures to ensure that every client is treated fairly and that the Advisor is following the allocation policies. The entire allocation process is monitored and reviewed by the compliance team, led by the chief compliance officer, and approved by the Board of each Regulated Fund as it applies to such Regulated Fund.

(c)Approval of Potential Co-Investment Transactions

A Regulated Fund will enter into a Potential Co-Investment Transaction with one or more other Regulated Funds and/or Affiliated Funds only if, prior to the Regulated Fund's participation in the Potential Co-Investment Transaction, the Required Majority approves it in accordance with the Conditions of this Order.

In the case of a BDC Downstream Fund with an Independent Party consisting of a transaction committee or advisory committee, the individuals on the committee would possess experience and training comparable to that of the directors of the parent Regulated Fund and sufficient to permit them to make informed decisions on behalf of the applicable BDC Downstream Fund. Applicants represent that the Independent Parties of the BDC Downstream Funds would be bound (by law or by contract) by fiduciary duties comparable to those applicable to the directors of the parent Regulated Fund, including a duty to act in the best interests of their respective funds when approving transactions. These duties would apply in the case of all Potential Co-Investment Transactions, including transactions that could present a conflict of interest.

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The Advisor will maintain records of all proposed order amounts, Internal Orders and External Submissions in conjunction with Potential Co-Investment Transactions. Each applicable Advisor will provide the Eligible Directors with information concerning the Affiliated Funds' and Regulated Funds' order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund's investments for compliance with the Conditions.

Further, Applicants believe that the existence of differing routes of approval between the BDC Downstream Funds and other Regulated Funds would not result in Applicants investing through the BDC Downstream Funds in order to avoid obtaining the approval of a Regulated Fund's Board. Each Regulated Fund and BDC Downstream Fund has its own Objectives and Strategies and may have its own Board-Established Criteria, the implementation of which depends on the specific circumstances of the entity's portfolio at the time an investment opportunity is presented. As noted above, consistent with its duty to its BDC Downstream Funds, the Independent Party must reach a conclusion on whether or not an investment is in the best interest of its relevant BDC Downstream Funds. An investment made solely to avoid an approval requirement at the Regulated Fund level should not be viewed as in the best interest of the entity in question and, thus, would not be approved by the Independent Party.

A Regulated Fund may participate in Pro Rata Dispositions (defined below) and Pro Rata Follow-On Investments (defined below) without obtaining prior approval of the Required Majority in accordance with Conditions 6(c)(i) and 8(b)(i).

2.	Delayed Settlement

All Regulated Funds and Affiliated Funds participating in a Co-Investment Transaction will invest at the same time, for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other. However, the settlement date for an Affiliated Fund in a Co-Investment Transaction may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa. Nevertheless, in all cases, (i) the date on which the commitment of the Affiliated Funds and Regulated Funds is made will be the same even where the settlement date is not and (ii) the earliest settlement date and the latest settlement date of any Affiliated Fund or Regulated Fund participating in the transaction will occur within ten business days of each other.

3.	Permitted Follow-On Investments and Approval of Follow-On Investments

From time to time the Regulated Funds and Affiliated Funds may have opportunities to make Follow-On Investments in an issuer in which a Regulated Fund and one or more other Regulated Funds and/or Affiliated Funds previously have invested and continue to hold an investment. If the Order is granted, Follow-On Investments will be made in a manner that, over time, is fair and equitable to all of the Regulated Funds and Affiliated Funds and in accordance with the proposed procedures discussed above and with the Conditions of the Order. Affiliated Funds would be permitted to participate in Follow-On Investments in issuers in which at least one Regulated Fund is invested but such Affiliated Funds are not invested. The relief would not permit Follow-On Investments by Regulated Funds that are not invested in the issuer.

The Order would divide Follow-On Investments into two categories depending on whether the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for that issuer. If such Regulated Funds and Affiliated Funds have previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the Follow-On Investment would be subject to the process discussed in Section III.A.3.a. below and governed by Condition 8. These Follow-On Investments are referred to as "Standard Review Follow-Ons." If such Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the Follow-On Investment would be subject to the "onboarding process" discussed in Section III.A.3.b. below and governed by Condition 9. These Follow-On Investments are referred to as "Enhanced Review Follow-Ons."

(a)Standard Review Follow-Ons

A Regulated Fund may invest in Standard Review Follow-Ons either with the approval of the Required Majority using the procedures required under Condition 8(c) or, where certain additional requirements are met, without Board approval under Condition 8(b).

A Regulated Fund may participate in a Standard Review Follow-On without obtaining the prior approval of the Required Majority if it is (i) a Pro Rata Follow-On Investment or (ii) a Non-Negotiated Follow-On Investment.

A "Pro Rata Follow-On Investment" is a Follow-On Investment (i) in which the participation of each Affiliated Fund and each Regulated Fund is proportionate to its outstanding investments in the issuer or security, as appropriate,¹² immediately preceding the Follow-On Investment, and (ii) in the case of a Regulated Fund, a majority of the Board has approved the Regulated Fund's participation in the pro rata Follow-On Investments as being in the best interests of the Regulated Fund. The Regulated Fund's Board may refuse to approve, or at any time rescind, suspend or qualify, their approval of Pro Rata Follow-On Investments, in which case all subsequent Follow-On Investments will be submitted to the Regulated Fund's Eligible Directors in accordance with Condition 8(c).

A "Non-Negotiated Follow-On Investment" is a Follow-On Investment in which a Regulated Fund participates together with one or more Affiliated Funds and/or one or more other Regulated Funds (i) in which the only term negotiated by or on behalf of the funds is price and (ii) with respect to which, if the transaction were considered on its own, the funds would be entitled to rely on one of the JT No-Action Letters.

Applicants believe that these Pro Rata and Non-Negotiated Follow-On Investments do not present a significant opportunity for overreaching on the part of any Advisor and thus do not warrant the time or the attention of the Board. Pro Rata Follow-On Investments and Non-Negotiated Follow-On Investments remain subject to the Board's periodic review in accordance with Condition 10.

12	See note 26, below.

(b)Enhanced Review Follow-Ons

One or more Regulated Funds and/or one or more Affiliated Funds holding Pre-Boarding Investments may have the opportunity to make a Follow-On Investment that is a Potential Co-Investment Transaction in an issuer with respect to which they have not previously participated in a Co-Investment Transaction. In these cases, the Regulated Funds and Affiliated Funds may rely on the Order to make such Follow-On Investment subject to the requirements of Condition 9. These enhanced review requirements constitute an "onboarding process" whereby Regulated Funds and Affiliated Funds may utilize the Order to participate in Co-Investment Transactions even though they already hold Pre-Boarding Investments. For a given issuer, the participating Regulated Funds and Affiliated Funds need to comply with these requirements only for the first Co-Investment Transaction. Subsequent Co-Investment Transactions with respect to the issuer will be governed by Condition 8 under the standard review process.

4.	Dispositions

The Regulated Funds and Affiliated Funds may be presented with opportunities to sell, exchange or otherwise dispose of securities in a transaction that would be prohibited by Rule 17d-1 or Section 57(a)(4), as applicable. If the Order is granted, such Dispositions will be made in a manner that, over time, is fair and equitable to all of the Regulated and Affiliated Funds and in accordance with procedures set forth in the proposed Conditions to the Order and discussed below.

The Order would divide these Dispositions into two categories: (i) if the Regulated Funds and Affiliated Funds holding investments in the issuer have previously participated in a Co-Investment Transaction with respect to the issuer and continue to hold any securities acquired in a Co-Investment Transaction for such issuer, then the terms and approval of the Disposition (hereinafter referred to as "Standard Review Dispositions") would be subject to the process discussed in Section III.A.4.a. below and governed by Condition 6; and (ii) if the Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer, then the terms and approval of the Disposition (hereinafter referred to as "Enhanced Review Dispositions") would be subject to the same "onboarding process" discussed in Section III.A.4.b. below, and governed by Condition 7.

(a)Standard Review Dispositions

A Regulated Fund may participate in a Standard Review Disposition either with the approval of the Required Majority using the standard procedures required under Condition 6(d) or, where certain additional requirements are met, without Board approval under Condition 6(c).

A Regulated Fund may participate in a Standard Review Disposition without obtaining the prior approval of the Required Majority if (i) the Disposition is a Pro Rata Disposition or (ii) the securities are Tradable Securities and the Disposition meets the other requirements of Condition 6(c)(ii).

A "Pro Rata Disposition" is a Disposition (i) in which the participation of each Affiliated Fund and each Regulated Fund is proportionate to its outstanding investment in the security subject to Disposition immediately preceding the Disposition;¹³ and (ii) in the case of a Regulated Fund, a majority of the Board has approved the Regulated Fund's participation in pro rata Dispositions as being in the best interests of the Regulated Fund. The Regulated Fund's Board may refuse to approve, or at any time rescind, suspend or qualify, their approval of Pro Rata Dispositions, in which case all subsequent Dispositions will be submitted to the Regulated Fund's Eligible Directors.

In the case of a Tradable Security, approval of the required majority is not required for the Disposition if: (x) the Disposition is not to the issuer or any affiliated person of the issuer;¹⁴ and (y) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds and Affiliated Funds is price. Pro Rata Dispositions and Dispositions of a Tradable Security remain subject to the Board's periodic review in accordance with Condition 10.

(b)Enhanced Review Dispositions

One or more Regulated Funds and one or more Affiliated Funds that have not previously participated in a Co-Investment Transaction with respect to an issuer may have the opportunity to make a Disposition of Pre-Boarding Investments in a Potential Co-Investment Transaction. In these cases, the Regulated Funds and Affiliated Funds may rely on the Order to make such Disposition subject to the requirements of Condition 7. As discussed above, with respect to investment in a given issuer, the participating Regulated Funds and Affiliated Funds need only complete the onboarding process for the first Co-Investment Transaction, which may be an Enhanced Review Follow-On or an Enhanced Review Disposition.¹⁵ Subsequent Co-Investment Transactions with respect to the issuer will be governed by Condition 6 or 8 under the standard review process.

5.	Use of Wholly-Owned Investment Subs

A Regulated Fund may, from time to time, form one or more Wholly-Owned Investment Subs. Such a subsidiary may be prohibited from investing in a Co-Investment Transaction with a Regulated Fund (other than its parent) or any Affiliated Fund because it would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) and Rule 17d-1. Applicants request that each Wholly-Owned Investment Sub be permitted to participate in Co-Investment Transactions in lieu of the applicable parent Regulated Fund that owns it and that the Wholly-Owned Investment Sub's participation in any such transaction be treated, for purposes of the Order, as though the parent Regulated Fund were participating directly.

13	See note 24, below.

14

In the case of a Tradable Security, Dispositions to the issuer or an affiliated person of the issuer are not permitted so that funds participating in the Disposition do not benefit to the detriment of Regulated Funds that remain invested in the issuer. For example, if a Disposition of a Tradable Security were permitted to be made to the issuer, the issuer may be reducing its short term assets (i.e., cash) to pay down long term liabilities.

15

However, with respect to an issuer, if a Regulated Fund's first Co-Investment Transaction is an Enhanced Review Disposition, and the Regulated Fund does not dispose of its entire position in the Enhanced Review Disposition, then before such Regulated Fund may complete its first Standard Review Follow-On in such issuer, the Eligible Directors must review the proposed Follow-On Investment not only on a stand-alone basis but also in relation to the total economic exposure in such issuer (i.e., in combination with the portion of the Pre-Boarding Investment not disposed of in the Enhanced Review Disposition), and the other terms of the investments. This additional review is required because such findings were not required in connection with the prior Enhanced Review Disposition, but they would have been required had the first Co-Investment Transaction been an Enhanced Review Follow-On.

Applicants note that an entity could not be both a Wholly-Owned Investment Sub and a BDC Downstream Fund because, in the former case, the Board of the parent Regulated Fund makes any determinations regarding the subsidiary's investments while, in the latter case, the Independent Party makes such determinations.

B.	Applicable Law

1.	Section 17(d) and Section 57(a)(4)

Section 17(d) of the Act generally prohibits an affiliated person (as defined in Section 2(a)(3) of the Act), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such other participant.

Similarly, with regard to BDCs, Section 57(a)(4) prohibits certain persons specified in Section 57(b) from participating in a joint transaction with the BDC, or a company controlled by the BDC, in contravention of rules as prescribed by the Commission. In particular, Section 57(a)(4) applies to:

●	Any director, officer, employee, or member of an advisory board of a BDC or any person (other than the BDC itself) who is an affiliated person of the forgoing pursuant to Section 2(a)(3)(C); or

●

Any investment adviser or promoter of, general partner in, principal underwriter for, or person directly or indirectly either controlling, controlled by, or under common control with, a BDC (except the BDC itself and any person who, if it were not directly or indirectly controlled by the BDC, would not be directly or indirectly under the control of a person who controls the BDC);16 or any person who is an affiliated person of any of the forgoing within the meaning of Section 2(a)(3)(C) or (D).

Pursuant to the foregoing application of Section 57(a)(4), BDC Downstream Funds on the one hand and other Regulated Funds and Affiliated Funds on the other, may not co-invest absent an exemptive order because the BDC Downstream Funds are controlled by a BDC and the Affiliated Funds and other Regulated Funds are included in Section 57(b).

16

Also excluded from this category by Rule 57b-1 is any person who would otherwise be included (a) solely because that person is directly or indirectly controlled by a business development company, or (b) solely because that person is, within the meaning of Section 2(a)(3)(C) or (D), an affiliated person of a person described in (a) above.

Section 2(a)(3)(C) defines an "affiliated person" of another person to include any person directly or indirectly controlling, controlled by, or under common control with, such other person. Section 2(a)(3)(D) defines "any officer, director, partner, copartner, or employee" of an affiliated person as an affiliated person. Section 2(a)(9) defines "control" as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with that company. Under Section 2(a)(9) a person who beneficially owns, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. The Commission and its staff have indicated on a number of occasions their belief that an investment adviser that provides discretionary investment management services to a fund and that sponsored, selected the initial directors, and provides administrative or other non-advisory services to the fund, controls such fund, absent compelling evidence to the contrary.¹⁷

2.	Rule 17d-1

Rule 17d-1 generally prohibits an affiliated person (as defined in Section 2(a)(3)), or an affiliated person of such affiliated person, of a registered investment company acting as principal, from effecting any transaction in which the registered investment company, or a company controlled by such registered company, is a joint or a joint and several participant, in contravention of such rules as the Commission may prescribe for the purpose of limiting or preventing participation by the registered investment company on a basis different from or less advantageous than that of such first or second tier affiliate. Rule 17d-1 generally prohibits participation by a registered investment company and an affiliated person (as defined in Section 2(a)(3)) or principal underwriter for that investment company, or an affiliated person of such affiliated person or principal underwriter, in any "joint enterprise or other joint arrangement or profit-sharing plan," as defined in the rule, without prior approval by the Commission by order upon application.

Rule 17d-1 was promulgated by the Commission pursuant to Section 17(d) and made applicable to persons subject to Sections 57(a) and (d) by Section 57(i) to the extent specified therein. Section 57(i) provides that, until the Commission prescribes rules under Sections 57(a) and (d), the Commission's rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a) or (d). Because the Commission has not adopted any rules under Section 57(a) or (d), Rule 17d-1 applies to persons subject to the prohibitions of Section 57(a) or (d).

17

See, e.g.., SEC Rel. No. IC-4697 (Sept. 8, 1966) ("For purposes of Section 2(a)(3)(C), affiliation based upon control would depend on the facts of the given situation, including such factors as extensive interlocks of officers, directors or key personnel, common investment advisers or underwriters, etc."); Lazard Freres Asset Management, SEC No-Action Letter (pub. avail. Jan. 10, 1997) ("While, in some circumstances, the nature of an advisory relationship may give an adviser control over its client's management or policies, whether an investment company and another entity are under common control is a factual question...").

Applicants seek relief pursuant to Rule 17d-1, which permits the Commission to authorize joint transactions upon application. In passing upon applications filed pursuant to Rule 17d-1, the Commission is directed by Rule 17d-1(b) to consider whether the participation of a registered investment company or controlled company thereof in the joint enterprise or joint arrangement under scrutiny is consistent with provisions, policies and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants.

The Commission has stated that Section 17(d), upon which Rule 17d-1 is based, and upon which Section 57(a)(4) was modeled, was designed to protect investment companies from self-dealing and overreaching by insiders. The Commission has also taken notice that there may be transactions subject to these prohibitions that do not present the dangers of overreaching.¹⁸ The Court of Appeals for the Second Circuit has enunciated a like rationale for the purpose behind Section 17(d): "The objective of [Section] 17(d)...is to prevent...injuring the interest of stockholders of registered investment companies by causing the company to participate on a basis different from or less advantageous than that of such other participants."¹⁹ Furthermore, Congress acknowledged that the protective system established by the enactment of Section 57 is "similar to that applicable to registered investment companies under Section 17, and rules thereunder, but is modified to address concerns relating to unique characteristics presented by business development companies."²⁰

Applicants believe that the Conditions would ensure that the conflicts of interest that Section 17(d) and Section 57(a)(4) were designed to prevent would be addressed and the standards for an order under Rule 17d-1 and Section 57(i) would be met.

C.	Need for Relief

Co-Investment Transactions are prohibited by Rule 17d-1 and either or both of Sections 17(d) and 57(a)(4) without a prior exemptive order of the Commission, to the extent that the Affiliated Funds and the Regulated Funds participating in such transactions fall within the category of persons described by Rule 17d-1, Section 17(d) and/or Section 57(b), as modified by Rule 57b-1 thereunder, as applicable, vis-a-vis each participating Regulated Fund.

Each of the participating Regulated Funds and Affiliated Funds may be deemed to be affiliated persons vis-a-vis a Regulated Fund within the meaning of Section 2(a)(3) by reason of common control because (i) an Advisor, that is either an Existing Advisor or an entity that controls, is controlled by, or under common control with an Existing Advisor, will be Advisor to each of the Regulated Funds and Affiliated Funds; (ii) StepStone Private Debt is the Advisor to, and may be deemed to control, the Existing BDC; StepStone Private Wealth is the Advisor to, and may be deemed to control, SPRIM, SPRING, SPRIF and CRDEX, and an Advisor will be the investment adviser and/or sub-adviser to, and may be deemed to control, any Future Regulated Fund; and (iii) each BDC Downstream Fund will be deemed to be controlled by its BDC parent and/or the Advisor. Thus, each Regulated Fund and each Affiliated Fund may be deemed to be a person related to a Regulated Fund or BDC Downstream Fund in a manner described by Section 57(b) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and therefore would be prohibited by Section 57(a)(4) (or Section 17(d) in the case of Regulated Funds that are registered under the Act) and Rule 17d-1 from participating in Co-Investment Transactions without the Order.

18	See Protecting Investors: A Half-Century of Investment Company Regulation, 1504 Fed. Sec. L. Rep., Extra Edition (May 29, 1992) at 488 et seq.

19	Securities and Exchange Commission v. Talley Industries, Inc., 399 F.2d 396, 405 (2d Cir. 1968), cert. denied, 393 U.S. 1015 (1969).

20	H.Rep. No. 96-1341, 96th Cong., 2d Sess. 45 (1980) reprinted in 1980 U.S.C.C.A.N. 4827.

Further, because the BDC Downstream Funds and Wholly-Owned Investment Subs are controlled by the Regulated Funds, the BDC Downstream Funds and Wholly-Owned Investment Subs are subject to Section 57(a)(4) (or Section 17(d) in the case of Wholly-Owned Investment Subs controlled by Regulated Funds that are registered under the Act), and thus also subject to the provisions of Rule 17d-1, and therefore would be prohibited from participating in Co-Investment Transactions without the Order.

In addition, because the StepStone Proprietary Accounts will be controlled by an Advisor and, therefore, may be under common control with the Existing Regulated Funds, the Advisor, and any Future Regulated Funds, the StepStone Proprietary Accounts could be deemed to be persons related to the Regulated Funds (or a company controlled by the Regulated Funds) in a manner described by Section 17(d) or 57(b) and also prohibited from participating in the Co-Investment Program.

D.	Precedents

The Commission has issued numerous exemptive orders under the Act permitting registered investment companies and BDCs to co-invest with affiliated persons, including precedents involving proprietary accounts.²¹ The relief requested in this Application with respect to the Follow-On Investments is based on the temporary relief granted by the Commission on April 8, 2020 and subsequent exemptive relief.²² Applicants submit that the allocation procedures set forth in the Conditions for relief are consistent with and expand the range of investor protections found in the orders we cite.

21

See, e.g., Goldman Sachs BDC, Inc., et al., (File No. 812-15434) Release No. IC-35191A (May 31, 2024) (notice), Release No. IC-35218 (June 25, 2024) (order); Antares Private Credit Fund, et al., (File No. 812-15464) Release No. IC-35152 (March 5, 2024) (notice), Release No. IC-35166 (April 2, 2024) (order); BlP Ventures Evergreen BDC, et al., (File No. 812-15502) Release No. IC-35127 (February 8, 2024) (notice), Release No. IC-35151 (March 5, 2024) (order); Diameter Credit Company et al., (File No. 812-15490) Release No. IC-35122 (February 1, 2024) (notice), Release No. IC-35149 (February 27, 2024) (order); Golub Capital BDC Inc., et al., (File No. 812-15431) Release No. IC-35114 (January 25, 2024) (notice), Release No. IC-35136 (February 21, 2024) (order); Saratoga Investment Advisors, LLC, et al., (File No. 812-15459), Release No. IC-35047 (November 14, 2023), Release No. IC-35065 (December 12, 2023) (order); T. Rowe Price OHA Select Private Credit Fund, et al., (File No. 812-15461) Release No. IC-34963 (July 24, 2023) (notice), Release No. IC-34987 (August 21, 2023) (order); Silver Point Specialty Lending Fund, et al., (File No. 812-15364) Release No. IC-34893 (April 24, 2023) (notice), Release No. IC-34920 (May 22, 2023) (order); BC Partners Lending Corporation, et al., (File No. 812-15292) Release No. IC-34849 (March 7, 2023) (notice), Release No. IC-34880 (April 10, 2023) (order); Kennedy Lewis Management LP, et al., (File No. 812-15309) Release No. IC-34824 (February 6, 2023) (notice), Release No. IC-34847 (March 6, 2023) (order); Fidelity Private Credit Fund., et al., (File No. 812-15307) Release No. IC-34803 (January 11, 2023) (notice), Release No. IC-34831 (February 13, 2023) (order).

22	BDC Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order) (extension granted January 5, 2021 and further extension granted April 22, 2021).

IV.	STATEMENT IN SUPPORT OF RELIEF REQUESTED

In accordance with Rule 17d-1 (made applicable to transactions subject to Section 57(a) by Section 57(i)), the Commission may grant the requested relief as to any particular joint transaction if it finds that the participation of the Regulated Funds in the joint transaction is consistent with the provisions, policies and purposes of the Act and is not on a basis different from or less advantageous than that of other participants. Applicants submit that allowing the Co-Investment Transactions described in this Application is justified on the basis of (i) the potential benefits to the Regulated Funds and the shareholders thereof and (ii) the protections found in the Conditions.

As required by Rule 17d-1(b), the Conditions ensure that the terms on which Co-Investment Transactions may be made will be consistent with the participation of the Regulated Funds being on a basis that it is neither different from nor less advantageous than other participants, thus protecting the equity holders of any participant from being disadvantaged. The Conditions ensure that all Co-Investment Transactions are reasonable and fair to the Regulated Funds and their shareholders and do not involve overreaching by any person concerned, including the Advisor.

A.	Potential Benefits

In the absence of the relief sought hereby, in many circumstances the Regulated Funds would be limited in their ability to participate in attractive and appropriate investment opportunities. Section 17(d), Section 57(a)(4) and Rule 17d-1 should not prevent BDCs and registered closed-end investment companies from making investments that are in the best interests of their shareholders.

Each Regulated Fund and its shareholders will benefit from the ability to participate in Co-Investment Transactions. The Board, including the Required Majority, of each Regulated Fund has determined that it is in the best interests of the Regulated Fund to participate in Co-Investment Transactions because, among other matters, (i) the Regulated Fund should be able to participate in a larger number and greater variety of transactions; (ii) the Regulated Fund should be able to participate in larger transactions; (iii) the Regulated Fund should be able to participate in all opportunities approved by a Required Majority or otherwise permissible under the Order rather than risk underperformance through rotational allocation of opportunities among the Regulated Funds; (iv) the Regulated Fund and any other Regulated Funds participating in the proposed investment should have greater bargaining power, more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (v) the Regulated Fund should be able to obtain greater attention and better deal flow from investment bankers and others who act as sources of investments; and (vi) the Conditions are fair to the Regulated Funds and their shareholders.

B. Protective Representations and Conditions. The Conditions ensure that the proposed Co-Investment Transactions are consistent with the protection of each Regulated Fund's shareholders and with the purposes intended by the policies and provisions of the Act. Specifically, the Conditions incorporate the following critical protections: (i) all Regulated Funds participating in the Co-Investment Transactions will invest at the same time (except that, subject to the limitations in the Conditions, the settlement date for an Affiliated Fund in a Co-Investment Transaction may occur up to ten business days after the settlement date for the Regulated Fund, and vice versa), for the same price and with the same terms, conditions, class, registration rights and any other rights, so that none of them receives terms more favorable than any other; (ii) a Required Majority of each Regulated Fund must approve various investment decisions (not including transactions completed on a pro rata basis pursuant to Conditions 6(c)(i) and 8(b)(i) or otherwise not requiring Board approval) with respect to such Regulated Fund in accordance with the Conditions; and (iii) the Regulated Funds are required to retain and maintain certain records.

Applicants believe that participation by the Regulated Funds in Pro Rata Follow-On Investments and Pro Rata Dispositions, as provided in Conditions 6(c)(i) and 8(b)(i), is consistent with the provisions, policies and purposes of the Act and will not be made on a basis different from or less advantageous than that of other participants. A formulaic approach, such as pro rata investment or disposition eliminates the possibility for overreaching and unnecessary prior review by the Board. Applicants note that the Commission has adopted a similar pro rata approach in the context of Rule 23c-2, which relates to the redemption by a closed-end investment company of less than all of a class of its securities, indicating the general fairness and lack of overreaching that such approach provides.

Applicants also believe that the participation by the Regulated Funds in Non-Negotiated Follow-On Investments and in Dispositions of Tradable Securities without the approval of a Required Majority is consistent with the provisions, policies and purposes of the Act as there is no opportunity for overreaching by affiliates.

If an Advisor, its principals, or any person controlling, controlled by, or under common control with an Advisor or its principals, and the Affiliated Funds (collectively, the "Holders") own in the aggregate more than 25 percent of the outstanding voting shares of a Regulated Fund (the "Shares"), then the Holders will vote such Shares as required under Condition 15.

Applicants believe that this condition will ensure that the Independent Directors will act independently in evaluating Co-Investment Transactions, because the ability of an Advisor or its principals to influence the Independent Directors by a suggestion, explicit or implied, that the Independent Directors can be removed if desired by the Holders will be limited significantly. The Independent Directors shall evaluate and approve any independent party, taking into account its qualifications, reputation for independence, cost to the shareholders, and other factors that they deem relevant.

In sum, Applicants believe that the Conditions would ensure that each Regulated Fund that participates in any type of Co-Investment Transaction does not participate on a basis different from, or less advantageous than, that of such other participants for purposes of Section 17(d) or Section 57(a) (4) and the Rules under the Act. As a result, Applicants believe that the participation of the Regulated Funds in Co-Investment Transactions in accordance with the Conditions would be consistent with the provisions, policies, and purposes of the Act, and would be done in a manner that was not different from, or less advantageous than, the other participants.

V.	CONDITIONS

Applicants agree that any Order granting the requested relief shall be subject to the following Conditions:

1.	Identification and Referral of Potential Co-Investment Transactions

(a)The Advisors will establish, maintain and implement policies and procedures reasonably designed to ensure that each Advisor is promptly notified of all Potential Co-Investment Transactions that fall within the then-current Objectives and Strategies and Board-Established Criteria of any Regulated Fund the Advisor manages.

(b)When an Advisor is notified of a Potential Co-Investment Transaction under Condition 1(a), the Advisor will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Fund's then-current circumstances.

2.	Board Approvals of Co-Investment Transactions

(a)If an Advisor deems a Regulated Fund's participation in any Potential Co-Investment Transaction to be appropriate for the Regulated Fund, it will then determine an appropriate level of investment for the Regulated Fund.

(b)If the aggregate amount recommended by the Advisors to be invested in the Potential Co-Investment Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above. Each Advisor to a participating Regulated Fund will promptly notify and provide the Eligible Directors with information concerning the Affiliated Funds' and Regulated Funds' order sizes to assist the Eligible Directors with their review of the applicable Regulated Fund's investments for compliance with these Conditions.

(c)After making the determinations required in Condition 1(b) above, each Advisor to a participating Regulated Fund will distribute written information concerning the Potential Co-Investment Transaction (including the amount proposed to be invested by each participating Regulated Fund and each participating Affiliated Fund) to the Eligible Directors of its participating Regulated Fund(s) for their consideration. A Regulated Fund will enter into a Co-Investment Transaction with one or more other Regulated Funds or Affiliated Funds only if, prior to the Regulated Fund's participation in the Potential Co-Investment Transaction, a Required Majority concludes that:

(i)the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its equity holders and do not involve overreaching in respect of the Regulated Fund or its equity holders on the part of any person concerned;

(ii)the transaction is consistent with:

(A)the interests of the Regulated Fund's equity holders; and

(B)the Regulated Fund's then-current Objectives and Strategies;

(iii)the investment by any other Regulated Fund(s) or Affiliated Fund(s) would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from, or less advantageous than, that of any other Regulated Fund(s) or Affiliated Fund(s) participating in the transaction; provided that the Required Majority shall not be prohibited from reaching the conclusions required by this Condition 2(c)(iii) if:

(A)the settlement date for another Regulated Fund or an Affiliated Fund in a Co-Investment Transaction is later than the settlement date for the Regulated Fund by no more than ten business days or earlier than the settlement date for the Regulated Fund by no more than ten business days, in either case, so long as: (x) the date on which the commitment of the Affiliated Funds and Regulated Funds is made is the same; and (y) the earliest settlement date and the latest settlement date of any Affiliated Fund or Regulated Fund participating in the transaction will occur within ten business days of each other; or

(B)any other Regulated Fund or Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio company's board of directors, the right to have a board observer or any similar right to participate in the governance or management of the portfolio company so long as: (x) the Eligible Directors will have the right to ratify the selection of such director or board observer, if any; (y) the Advisor agrees to, and does, provide periodic reports to the Regulated Fund's Board with respect to the actions of such director or the information received by such board observer or obtained through the exercise of any similar right to participate in the governance or management of the portfolio company; and (z) any fees or other compensation that any other Regulated Fund or Affiliated Fund or any affiliated person of any other Regulated Fund or Affiliated Fund receives in connection with the right of one or more Regulated Funds or Affiliated Funds to nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among any participating Affiliated Funds (who may, in turn, share their portion with their affiliated persons) and any participating Regulated Fund(s) in accordance with the amount of each such party's investment; and

(iv)the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect²³ financial benefit to the Advisors, any other Regulated Fund, the Affiliated Funds or any affiliated person of any of them (other than the parties to the Co-Investment Transaction), except (A) to the extent permitted by Condition 14, (B) to the extent permitted by Section 17(e) or 57(k), as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the Co-Investment Transaction, or (D) in the case of fees or other compensation described in Condition 2(c)(iii)(B)(z).

23	For example, procuring the Regulated Fund's investment in a Potential Co-Investment Transaction to permit an affiliate to complete or obtain better terms in a separate transaction would constitute an indirect financial benefit.

3.	Right to Decline.

Each Regulated Fund has the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed.

4.	General Limitation.

Except for Follow-On Investments made in accordance with Conditions 8 and 9 below,²⁴ a Regulated Fund will not invest in reliance on the Order in any issuer in which a Related Party has an investment.

5.	Same Terms and Conditions.

A Regulated Fund will not participate in any Potential Co-Investment Transaction unless (i) the terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights (if any) will be the same for each participating Regulated Fund and Affiliated Fund and (ii) the earliest settlement date and the latest settlement date of any participating Regulated Fund or Affiliated Fund will occur as close in time as practicable and in no event more than ten business days apart. The grant to one or more Regulated Funds or Affiliated Funds, but not the respective Regulated Fund, of the right to nominate a director for election to a portfolio company's board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this Condition 5, if Condition 2(c)(iii)(B) is met.

6.	Standard Review Dispositions.

(a)General. If any Regulated Fund or Affiliated Fund elects to sell, exchange or otherwise dispose of an interest in a security and one or more Regulated Funds and Affiliated Funds have previously participated in a Co-Investment Transaction with respect to the issuer, then:

(i)the Advisor to such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time; and

(ii)the Advisor to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition.

(b)Same Terms and Conditions. Each Regulated Fund will have the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the Affiliated Funds and any other Regulated Fund.

24	This exception applies only to Follow-On Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments.

(c)No Board Approval Required. A Regulated Fund may participate in such a Disposition without obtaining prior approval of the Required Majority if:

(i)(A) the participation of each Regulated Fund and Affiliated Fund in such Disposition is proportionate to its then-current holding of the security (or securities) of the issuer that is (or are) the subject of the Disposition;²⁵ (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such Dispositions on a pro rata basis (as described in greater detail in the Application); and (C) the Board of the Regulated Fund is provided on a quarterly basis with a list of all Dispositions made in accordance with this Condition; or

(ii)each security is a Tradable Security and (A) the Disposition is not to the issuer or any affiliated person of the issuer; and (B) the security is sold for cash in a transaction in which the only term negotiated by or on behalf of the participating Regulated Funds and Affiliated Funds is price.

(d)Standard Board Approval. In all other cases, the Advisor will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that it is in the Regulated Fund's best interests.

7.	Enhanced Review Dispositions.

(a)General. If any Regulated Fund or Affiliated Fund elects to sell, exchange or otherwise dispose of a Pre-Boarding Investment in a Potential Co-Investment Transaction and the Regulated Funds and Affiliated Funds have not previously participated in a Co-Investment Transaction with respect to the issuer:

(i)the Advisor to such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds an investment in the issuer of the proposed Disposition at the earliest practical time;

(ii)the Advisor to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to participation by such Regulated Fund in the Disposition; and

(iii)the Advisors will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds and Affiliated Funds, including the terms of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.

(b)Enhanced Board Approval. The Advisor will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors, and the Regulated Fund will participate in such Disposition solely to the extent that a Required Majority determines that:

(i)the Disposition complies with Condition 2(c)(i), (ii), (iii)(A), and (iv); and

25	In the case of any Disposition, proportionality will be measured by each participating Regulated Fund's and Affiliated Fund's outstanding investment in the security in question immediately preceding the Disposition.

(ii)the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 or Rule 17d-1, as applicable, and records the basis for the finding in the Board minutes.

(c)Additional Requirements: The Disposition may only be completed in reliance on the Order if:

(i)Same Terms and Conditions. Each Regulated Fund has the right to participate in such Disposition on a proportionate basis, at the same price and on the same terms and Conditions as those applicable to the Affiliated Funds and any other Regulated Fund;

(ii)Original Investments. All of the Affiliated Funds' and Regulated Funds' investments in the issuer are Pre-Boarding Investments;

(iii)Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;

(iv)Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any Regulated Fund's or Affiliated Fund's holding of a different class of securities (including for this purpose a security with a different maturity date) is immaterial²⁶ in amount, including immaterial relative to the size of the issuer; and (y) the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and

(v)No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

26

In determining whether a holding is "immaterial" for purposes of the Order, the Required Majority will consider whether the nature and extent of the interest in the transaction or arrangement is sufficiently small that a reasonable person would not believe that the interest affected the determination of whether to enter into the transaction or arrangement or the terms of the transaction or arrangement.

8.	Standard Review Follow-Ons.

(a)General. If any Regulated Fund or Affiliated Fund desires to make a Follow-On Investment in an issuer and the Regulated Funds and Affiliated Funds holding investments in the issuer previously participated in a Co-Investment Transaction with respect to the issuer:

(i)the Advisor to each such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time; and

(ii)the Advisor to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund.

(b)No Board Approval Required. A Regulated Fund may participate in the Follow-On Investment without obtaining prior approval of the Required Majority if:

(i)(A) the proposed participation of each Regulated Fund and each Affiliated Fund in such investment is proportionate to its outstanding investments in the issuer or the security at issue, as appropriate,²⁷ immediately preceding the Follow-On Investment; and (B) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in Follow-On Investments on a pro rata basis (as described in greater detail in this Application); or

(ii)it is a Non-Negotiated Follow-On Investment.

(c)Standard Board Approval. In all other cases, the Advisor will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority makes the determinations set forth in Condition 2(c). If the only previous Co-Investment Transaction with respect to the issuer was an Enhanced Review Disposition the Eligible Directors must complete this review of the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total economic exposure and other terms of the investment.

(d)Allocation. If, with respect to any such Follow-On Investment:

(i)the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds' and the Affiliated Funds' outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On Investment; and

(ii)the aggregate amount recommended by the Advisors to be invested in the Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, then the Follow-On Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above.

27

To the extent that a Follow-On Investment opportunity is in a security or arises in respect of a security held by the participating Regulated Funds and Affiliated Funds, proportionality will be measured by each participating Regulated Fund's and Affiliated Fund's outstanding investment in the security in question immediately preceding the Follow-On Investment using the most recent available valuation thereof. To the extent that a Follow-On Investment opportunity relates to an opportunity to invest in a security that is not in respect of any security held by any of the participating Regulated Funds or Affiliated Funds, proportionality will be measured by each participating Regulated Fund's and Affiliated Fund's outstanding investment in the issuer immediately preceding the Follow-On Investment using the most recent available valuation thereof.

(e)Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.

9.	Enhanced Review Follow-Ons.

(a)General. If any Regulated Fund or Affiliated Fund desires to make a Follow-On Investment in an issuer that is a Potential Co-Investment Transaction and the Regulated Funds and Affiliated Funds holding investments in the issuer have not previously participated in a Co-Investment Transaction with respect to the issuer:

(i)the Advisor to each such Regulated Fund or Affiliated Fund will notify each Regulated Fund that holds securities of the portfolio company of the proposed transaction at the earliest practical time;

(ii)the Advisor to each Regulated Fund that holds an investment in the issuer will formulate a recommendation as to the proposed participation, including the amount of the proposed investment, by such Regulated Fund; and

(iii)the Advisors will provide to the Board of each Regulated Fund that holds an investment in the issuer all information relating to the existing investments in the issuer of the Regulated Funds and Affiliated Funds, including the terms of such investments and how they were made, that is necessary for the Required Majority to make the findings required by this Condition.

(b)Enhanced Board Approval. The Advisor will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors, and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority reviews the proposed Follow-On Investment both on a stand-alone basis and together with the Pre-Boarding Investments in relation to the total economic exposure and other terms and makes the determinations set forth in Condition 2(c). In addition, the Follow-On Investment may only be completed in reliance on the Order if the Required Majority of each participating Regulated Fund determines that the making and holding of the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable. The basis for the Board's findings will be recorded in its minutes.

(c)Additional Requirements. The Follow-On Investment may only be completed in reliance on the Order if:

(i)Original Investments. All of the Affiliated Funds' and Regulated Funds' investments in the issuer are Pre-Boarding Investments;

(ii)Advice of counsel. Independent counsel to the Board advises that the making and holding of the investments in the Pre-Boarding Investments were not prohibited by Section 57 (as modified by Rule 57b-1) or Rule 17d-1, as applicable;

(iii)Multiple Classes of Securities. All Regulated Funds and Affiliated Funds that hold Pre-Boarding Investments in the issuer immediately before the time of completion of the Co-Investment Transaction hold the same security or securities of the issuer. For the purpose of determining whether the Regulated Funds and Affiliated Funds hold the same security or securities, they may disregard any security held by some but not all of them if, prior to relying on the Order, the Required Majority is presented with all information necessary to make a finding, and finds, that: (x) any Regulated Fund's or Affiliated Fund's holding of a different class of securities (including for this purpose a security with a different maturity date) is immaterial in amount, including immaterial relative to the size of the issuer; and (y) the Board records the basis for any such finding in its minutes. In addition, securities that differ only in respect of issuance date, currency, or denominations may be treated as the same security; and

(iv)No control. The Affiliated Funds, the other Regulated Funds and their affiliated persons (within the meaning of Section 2(a)(3)(C) of the Act), individually or in the aggregate, do not control the issuer of the securities (within the meaning of Section 2(a)(9) of the Act).

(d)Allocation. If, with respect to any such Follow-On Investment:

(i)the amount of the opportunity proposed to be made available to any Regulated Fund is not based on the Regulated Funds' and the Affiliated Funds' outstanding investments in the issuer or the security at issue, as appropriate, immediately preceding the Follow-On Investment; and

(ii)the aggregate amount recommended by the Advisor to be invested in the Follow-On Investment by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, then the Follow-On Investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in section III.A.1.b. above.

(e)Other Conditions. The acquisition of Follow-On Investments as permitted by this Condition will be considered a Co-Investment Transaction for all purposes and subject to the other Conditions set forth in this application.

10.	Board Reporting, Compliance and Annual Re-Approval.

(a)Each Advisor to a Regulated Fund will present to the Board of each Regulated Fund, on a quarterly basis, and at such other times as the Board may request, (i) a record of all investments in Potential Co-Investment Transactions made by any of the other Regulated Funds or any of the Affiliated Funds during the preceding quarter that fell within the Regulated Fund's then-current Objectives and Strategies and Board-Established Criteria that were not made available to the Regulated Fund, and an explanation of why such investment opportunities were not made available to the Regulated Fund; (ii) a record of all Follow-On Investments in and Dispositions of investments in any issuer in which the Regulated Fund holds any investments by any Affiliated Fund or other Regulated Fund during the prior quarter; and (iii) all information concerning Potential Co-Investment Transactions and Co-Investment Transactions, including investments made by other Regulated Funds or Affiliated Funds that the Regulated Fund considered but declined to participate in, so that the Independent Directors, may determine whether all Potential Co-Investment Transactions and Co-Investment Transactions during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the Conditions.

(b)All information presented to the Regulated Fund's Board pursuant to this Condition will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its staff.

(c)Each Regulated Fund's chief compliance officer, as defined in rule 38a-1(a)(4), will prepare an annual report for its Board each year that evaluates (and documents the basis of that evaluation) the Regulated Fund's compliance with the terms and Conditions of the application and the procedures established to achieve such compliance. In the case of a BDC Downstream Fund that does not have a chief compliance officer, the chief compliance officer of the BDC that controls the BDC Downstream Fund will prepare the report for the relevant Independent Party.

(d)The Independent Directors (including the non-interested members of each Independent Party) will consider at least annually whether continued participation in new and existing Co-Investment Transactions is in the Regulated Fund's best interests.

11.	Record Keeping.

Each Regulated Fund will maintain the records required by Section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these Conditions were approved by the Required Majority under Section 57(f).

12.	Director Independence.

No Independent Director (including the non-interested members of any Independent Party) of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise be an "affiliated person" (as defined in the Act) of any Affiliated Fund.

13.

Expenses.

The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisors under their respective advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the Regulated Funds and the participating Affiliated Funds in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be.

14.	Transaction Fees.28

Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k)) received in connection with any Co-Investment Transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Advisor pending consummation of the transaction, the fee will be deposited into an account maintained by the Advisor at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will earn a competitive rate of interest that will also be divided pro rata among the participants. None of the Advisors, the Affiliated Funds, the other Regulated Funds or any affiliated person of the Affiliated Funds or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction other than (i) in the case of the Regulated Funds and the Affiliated Funds, the pro rata transaction fees described above and fees or other compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) or (iii) in the case of the Advisors, investment advisory compensation paid in accordance with investment advisory agreements between the applicable Regulated Fund(s) or Affiliated Fund(s) and its Advisor.

15.	Independence.

If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares in the percentages as the Regulated Fund's other shareholders (not including the Holders) when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Board's composition, size or manner of election.

VI.	PROCEDURAL MATTERS

A.	Communications

Please address all communications concerning this Application and the Notice and Order to:

Ariel Goldblatt Chief Executive Officer StepStone Group Private Debt LLC 277 Park Avenue, 44th Floor New York, NY, 10172

Robert W. Long Chief Executive Officer StepStone Group Private Wealth LLC 128 S Tryon St., Suite 880 Charlotte, NC 28202

28	Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction.

Please address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:

Richard Horowitz, Esq.

Clay Douglas, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Telephone: (212) 698-3500

Applicants desire that the Commission issue an Order pursuant to Rule 0-5 without conducting a hearing.

Pursuant to Rule 0-2, each person executing the Application on behalf of an Applicant says that he or she has duly executed the Application for and on behalf of such Applicant; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each deponent to execute and file the Application have been taken.

The verifications required by Rule 0-2(d) and the authorizations required by Rule 0-2(c) are attached hereto as Exhibit A and Exhibit B.

B.	Authorization

All requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application as of this 17th day of September, 2024.

	STEPSTONE PRIVATE CREDIT FUND LLC
	By:	/s/ Ariel Goldblatt
		Name:	Ariel Goldblatt
		Title:	Authorized Signatory
	By:	/s/ Joseph Cambareri
		Name:	Joseph Cambareri
		Title:	Authorized Signatory
	STEPSTONE PRIVATE MARKETS
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

	STEPSTONE PRIVATE VENTURE AND GROWTH FUND
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory
	STEPSTONE PRIVATE INFRASTRUCTURE FUND
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

	STEPSTONE PRIVATE CREDIT INCOME FUND
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

	STEPSTONE GROUP PRIVATE DEBT LLC
	By: StepStone Group Private Debt AG (f/k/a Swiss Capital Alternative Investments AG), its Sole Member
	By:	/s/ Reto Iseli
		Name:	Reto Iseli
		Title:	Authorized Signatory

	By:	/s/ Philipp Weibel
		Name:	Philipp Weibel
		Title:	Authorized Signatory
	STEPSTONE GROUP PRIVATE WEALTH LLC
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory
	STEPSTONE GROUP REAL ASSETS LP
	By: StepStone Group Real Assets Holdings LLC, its General Partner
	By:	/s/ Andrew Bratt
		Name:	Andrew Bratt
		Title:	Authorized Signatory
	StepStone Group Europe Alternative Investments Limited
	By:	/s/ David Allen
		Name:	David Allen
		Title:	Authorized Signatory
	STEPSTONE GROUP LP
	By: StepStone Group Holdings LLC, its General Partner
	By:	/s/ Andrew Bratt
		Name:	Andrew Bratt
		Title:	Authorized Signatory

LEXINGTON C/RE, LLC; SRE FREYJA INVESTCO, LP; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE REAL ESTATE PARTNERS III COMPARTMENT; STEPSTONE REAL ESTATE PARTNERS III CAYMAN, LP; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE, L.P.; STEPSTONE REAL ESTATE PARTNERS III TE, L.P.; STEPSTONE REAL ESTATE PARTNERS III, L.P.; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE FEEDER, LP; SRE PRESERVATION INVESTCO, LP; SRE COLT OPCO INVESTCO, LP; SREP III COLT DEVCO CO-INVESTOR FEEDER, LP; SRE CARE INVESTCO, LP; SUNSTONE REAL ESTATE, LP; STEPSTONE REAL ESTATE PARTNERS III I OPPORTUNITIES FUND, LP; SRE PEACH INVESTCO, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE REAL ESTATE PARTNERS IV, LP; STEPSTONE REAL ESTATE PARTNERS IV PARALLEL, LP; STEPSTONE REAL ESTATE PARTNERS IV EUROPE SCS; REAL ESTATE INTERNATIONAL PARTNERSHIP FUND, I, LP; REAL ESTATE DOMESTIC PARTNERSHIP FUND I, L.P.; REAL ESTATE GLOBAL PARTNERSHIP FUND II, LP; SRE IV SPARK INVESTCO, LP; SRE III BOXER INVESTCO, LP; SRE III/IV WIZARD INVESTCO, LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS, LP; SRE CARE PROPCO UPSIZE - INVESTCO, LP; SSG ME REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB OPPORTUNITIES FUND II, L.P.; STEPSTONE BVK REAL ESTATE OPPORTUNITIES FUND SCSP; HEATHROW FOREST REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND II, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND II, LP; NFU MUTUAL GLOBAL REAL ESTATE, L.P.; STEPSTONE T REAL ESTATE OPPORTUNITIES FUND, L.P.; OSOOL EUROPEAN REAL ESTATE SP; SRE IV IGNITE INVESTCO, LP; SRE IV IGNITE INVESTCO (CIV), LP; JUNIVERSITAS REAL ESTATE DIVERSIFIED FUND SS (USD), L.P.; SIDF ACTIVE 1 LP; OSOOL EUROPEAN REAL ESTATE AIV LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS A; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS B; STEPSTONE REAL ESTATE INSURANCE FUND SERIES OF THE SALI MULTI-SERIES FUND, L.P.; G1 SRE SMA CAYMAN LP; ARTISTIC STEPS SMA LLC; SREP IV ACRE INVESTCO (CIV) LP; SREP V ALPHA EMERALD FEEDER, LP; SREP V ALPHA INVESTCO (CIV), LP; SRE SOLARIS INVESTCO, LP; STEPSTONE REAL ESTATE PARTNERS V, LP; STEPSTONE REAL ESTATE PARTNERS V 892, LP; STEPSTONE REAL ESTATE PARTNERS V QFP, LP; STEPSTONE REAL ESTATE PARTNERS V EUROPE SCS; 2007 CO-INVESTMENT PORTFOLIO, L.P.; ASIA REALTY ACCESS FEEDER LP; CAPITOL PRIVATE OPPORTUNITIES II (PARALLEL), L.P.; CAPITOL PRIVATE OPPORTUNITIES II, L.P.; CGR/PE, LLC; CVC CREDIT PARTNERS SPECIAL OPPORTUNITIES ACCESS FEEDER; ENERGY SELECT ACCESS FEEDER LP; EUROPE ENTERPRISE II OFFSHORE L.P.; EUROPE ENTERPRISE II ONSHORE L.P.; MEZZANINE CO-INVESTMENT PORTFOLIO L.P.; NYSCRF PIONEER PARTNERSHIP FUND B, L.P.; PEGASUS MULTI-STRATEGY SERIES (A) LP; REAL ESTATE DEVELOPMENT OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES C; SILVERSTONE II, LLC - SERIES E; SILVERSTONE II, LLC - SERIES G; STEPSTONE A OPPORTUNITIES FUND, L.P.; STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES A; STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES B; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE ATLANTIC FUND, L.P. - INFRASTRUCTURE SERIES 1 2011; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 1 2009; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 2 2012; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2014; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.; STEPSTONE CAPITAL PARTNERS III OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS III, L.P.; STEPSTONE CGC OPPORTUNITIES I, L.P.; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE CAPITAL PARTNERS III COMPARTMENT; STEPSTONE FERRO OPPORTUNITIES FUND, L.P.; STEPSTONE FSS OPPORTUNITIES FUND, L.P.; STEPSTONE H OPPORTUNITIES FUND, L.P.; STEPSTONE INTERNATIONAL INVESTORS II, L.P.; STEPSTONE INTERNATIONAL INVESTORS II-G, L.P.; STEPSTONE INTERNATIONAL INVESTORS III, L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (DELAWARE), L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (GUERNSEY), L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND II, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND, L.P.; STEPSTONE KF PRIVATE EQUITY FUND, L.P.; STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.; STEPSTONE MEXICO I SPC; STEPSTONE MEZZANINE PARTNERS (OFFSHORE) I-A L.P.; STEPSTONE MEZZANINE PARTNERS I-A L.P.; STEPSTONE NPS PE FUND, L.P.; STEPSTONE PA TAP FUND I, LP; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP; STEPSTONE PIONEER CAPITAL EUROPE I, L.P. INCORPORATED; STEPSTONE PIONEER CAPITAL EUROPE II, L.P.; STEPSTONE PIONEER CAPITAL III, L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III CAYMAN HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III L.P.; STEPSTONE PRIVATE EQUITY PORTFOLIO L.P.; STEPSTONE RIVAS PRIVATE EQUITY FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND III OFFSHORE HOLDINGS SCSP; STEPSTONE SECONDARY OPPORTUNITIES FUND III, L.P.; STEPSTONE SEDCO U.S. OPPORTUNITIES FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND II, L.P.; STEPSTONE TACTICAL GROWTH FUND OFFSHORE HOLDINGS, L.P.; STEPSTONE TACTICAL GROWTH FUND, L.P.; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE XL OPPORTUNITIES FUND, L.P.; TERRACE INVESTMENT HOLDINGS, LLC; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.; STEPSTONE PRIVATE ACCESS PARTNERSHIP, L.P.; STEPSTONE JP OPPORTUNITIES FUND. L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND, L.P.; SILVERSTONE II, LLC - SERIES H; STEPSTONE NL OPPORTUNITIES FUND, LP; STEPSTONE TACTICAL GROWTH FUND II OFFSHORE HOLDINGS, L.P.; SILVERSTONE II, LLC - SERIES I; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE NL OPPORTUNITIES FUND II, LP; STEPSTONE NPS PE FUND, L.P. - TRANCHE B; CAPITOL PRIVATE OPPORTUNITIES III LP; CAPITOL PRIVATE OPPORTUNITIES III (PARALLEL) LP; STEPSTONE BVK OPPORTUNITIES FUND SCSP; STEPSTONE CAPITAL PARTNERS IV, L.P.;

STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP; STEPSTONE ENDURANCE, L.P.; STEPSTONE JP OPPORTUNITIES FUND IA, L.P.; STEPSTONE KF PRIVATE EQUITY FUND II, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-A, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-B, L.P.; TERRACE INVESTMENT HOLDINGS SMF, LLC; STEPSTONE AP OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND II LP; CHINA OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES J; SILVERSTONE II, LLC - SERIES K (CLASS 1); SILVERSTONE II, LLC - SERIES K (CLASS 2); STEPSTONE P OPPORTUNITIES FUND, L.P.; SUNSTONE PE OPPORTUNITIES FUND LLC; STEPSTONE SECONDARY OPPORTUNITIES FUND IV, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV EUROPE HOLDINGS SCSP; STEPSTONE WATERFALL AGREGGATOR, LLC; STEPSTONE E OPPORTUNITIES FUND, L.P.; STEPSTONE E OFFSHORE OPPORTUNITIES FUND, L.P.; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND II, L.P.; SILVERSTONE IV, LLC - SERIES A; SILVERSTONE IV, LLC - SERIES B; SILVERSTONE IV, LLC - SERIES C; SILVERSTONE IV, LLC - SERIES D; SSOF IV OVERAGE SMA H, L.P.; SSOF IV OVERAGE SMA W, L.P.; STEPSTONE LMM OPPORTUNITIES FUND I, L.P.; STEPSTONE TS OPPORTUNITIES FUND, L.P.; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES B; BRIDGE VILLAGE LIMITED; STEPSTONE NPS PE FUND II, L.P.; HEATHROW FOREST ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE BV OPPORTUNITIES FUND, L.P.; SSOF IV OVERAGE SMA L, SCSP; STEPSTONE HCSCMPTEPP FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND III, L.P.; STEPSTONE TACTICAL GROWTH FUND III OFFSHORE HOLDINGS, L.P.; STEPSTONE VMB SECONDARY OPPORTUNITIES FUND HOLDINGS SCSP; STEPSTONE NL OPPORTUNITIES FUND III, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND IV, L.P.; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND, L.P.; SSG PENINSULA FUND, L.P.; STEPSTONE NPS PE FUND II, L.P. - TRANCHE C; SILVERSTONE PATTERN, LLC, SERIES A; SILVERSTONE PATTERN, LLC, SERIES B; SILVERSTONE IV, LLC - SERIES E; SILVERSTONE BALFOUR, L.P.; STEPSTONE MEXICO I SPC - SERIES E; STEPSTONE TC OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (OFFSHORE), L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (ONSHORE), L.P.; STEPSTONE PI OPPORTUNITIES FUND, L.P.; ALTRIUM II ACCESS FEEDER, LP; STEPSTONE-CARLYLE ASIA PARTNERS GROWTH II ACCESS FUND, LP; STEPSTONE NL OPPORTUNITIES FUND IV, L.P.; STEPSTONE P OPPORTUNITIES FUND II, L.P.; STEPSTONE YELLOWCREEK FUND, L.P.; STEPSTONE BVK OPPORTUNITIES FUND II SCSP; STEPSTONE THUNDERBIRD OPPORTUNITIES FUND, LP; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND V, L.P.; SILVERSTONE IV, LLC - SERIES F; SILVERSTONE IV, LLC - SERIES H; SILVERSTONE IV, LLC - SERIES I; SILVERSTONE IV, LLC - SERIES J; SILVERSTONE IV, LLC - SERIES K; SILVERSTONE IV, LLC - SERIES L; SILVERSTONE IV, LLC - SERIES M; SILVERSTONE IV, LLC - SERIES N; SILVERSTONE PEBBLES IV, LLC; SILVERSTONE TREE FROG, L.P.; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES A; STEPSTONE FSS OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE CAPITAL PARTNERS V, L.P.; STEPSTONE CAPITAL PARTNERS V OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS V EUROPE HOLDINGS; SILVERSTONE VC HOLDINGS, LLC - SERIES A; HEATHROW FOREST VENTURE OPPORTUNITIES FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V, L.P; STEPSTONE SECONDARY OPPORTUNITIES FUND V OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V EUROPE HOLDINGS, SCSP; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2022; SSOF V OVERAGE SMA W, L.P.; SSOF V OVERAGE EUROPE SCSP; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES B; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES C; SILVERSTONE NOLAN, L.P.; SILVERSTONE NOLAN (ONSHORE), LLC; SILVERSTONE NOLAN AGGREGATOR, LLC; SILVERSTONE LADDER, L.P.; STEPSTONE PRIVATE MARKETS HORIZONS FUND, L.P.; STEPSTONE NL OPPORTUNITIES FUND V, L.P.; SILVERSTONE ERASMUS, LLC; CAPITOL PRIVATE OPPORTUNITIES IV LP; CAPITOL PRIVATE OPPORTUNITIES IV (PARALLEL) LP; SILVERSTONE VC HOLDINGS, LLC - SERIES B; STEPSTONE ACCELERATE DIVERSITY FUND, L.P.; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES B; STEPSTONE FERWA FUND, LP; STEPSTONE ROSA SPECIAL FUND, L.P.; STEPSTONE ROSA MASTER FUND, L.P.; STEPSTONE OPPORTUNITIES VC NZ FUND, LP; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES C; STEPSTONE PEGASUS FUND, L.P.; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES C; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES C; STEPSTONE BOULDER SECONDARY OPPORTUNITIES SMA OFFSHORE HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY LP SECONDARY OPPORTUNITIES LTD; STEPSTONE CLIMATE FUND HOLDINGS LP; STEPSTONE CLIMATE FUND PARALLEL LP; SILVERSTONE PEBBLES V, LLC; STEPSTONE TACTICAL GROWTH FUND IV, L.P.; STEPSTONE TACTICAL GROWTH FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE TATICAL GROWTH FUND IV EUROPE HOLDINGS, SCSP; SILVERSTONE KAHUNA, LLC; STEPSTONE HOLYROOD PRIVATE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE OXFORD FUND I, L.P.; STEPSTONE OXFORD FUND I, L.P. - SERIES B; STEPSTONE OXFORD FUND I, L.P. - SERIES C; SSOF V OVERAGE OFFSHORE, L.P; STEPSTONE PF OPPORTUNITIES FUND (L), L.P.; SILVERSTONE COVE AGGREGATOR, L.P.; SILVERSTONE COVE OFFSHORE AGGREGATOR, L.P.; STEPSTONE KF INFRASTRUCTURE FUND, L.P.; STEPSTONE NPS INFRASTRUCTURE FUND, L.P.; STEPSTONE NLGI INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE SCORPIO INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE R CO-INVESTMENT PARTNERSHIP, L.P.; SUNSIRA INFRASTRUCTURE FUND, LLC; STEPSTONE KF INFRASTRUCTURE FUND II, L.P.; STEPSTONE C STRATEGIC CORE INFRASTRUCTURE PARTNERSHIP, L.P;

STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE G INFRASTRUCTURE OPPORTUNITIES, LP; STEPSTONE NPS INFRASTRUCTURE FUND II, LP; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; SSG ME INFRASTRUCTURE OPPORTUNITIES FUND, L.P;, STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-G, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-R, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE DEBT OPPORTUNITIES FUND, L.P.; STEPSTONE PTS INFRASTRUCTURE SECONDARY OPPORTUNITIES FUND HOLDINGS, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; TORANOMON INFRASTRUCTURE 1, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 EUROPE, SCSP; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 PARALLEL, L.P.; STEPSTONE NZ INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND III, L.P.; LIBRA OPPORTUNITIES FUND, L.P; STEPSTONE TMAM INFRASTRUCTURE OPPORTUNITIES LIMITED; STEPSTONE ATS INFRASTRUCTURE MASTER, L.P.; STEPSTONE ONTARIO NATURAL RESOURCES OPPORTUNITIES FUND, L.P.; STEPSTONE HOLYROOD INFRASTRUCTURE OPPORTUNITIES FUND, L.P; STEPSTONE MINDEROO OPPORTUNITIES FUND LP; NFU MUTUAL GLOBAL INFRASTRUCTURE, L.P.; STEPSTONE IP INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE (LUXEMBOURG) SCA SICAV - RAIF; StepStone (Luxembourg) SCA SICAV-RAIF - StepStone Private Venture and Growth Fund; STEPSTONE (LUXEMBOURG) SCA SICAV-RAIF - PRIVATE INFRASTRUCTURE FUND; STEPSTONE (LUXEMBOURG) SCA SICAV - STEPSTONE PRIVATE MARKETS; STEPSTONE PRIVATE MARKETS FEEDER LTD.; STEPSTONE PRIVATE VENTURE AND GROWTH (AUSTRALIA) FUND; STEPSTONE PRIVATE INFRASTRUCTURE (AUSTRALIA) FUND

	By:	/s/ Jennifer Ishiguro
	Name:	Jennifer Ishiguro
	Title:	Authorized Person

SC CO-INVESTMENTS PRIVATE DEBT FUND LP; SWISS CAPITAL CO-INVESTMENTS PRIVATE DEBT OFFSHORE SP; SSG MEXICO PRIVATE DEBT FUND I SP; STEPSTONE AMAN PRIVATE CREDIT ORIENTED FUND I SP; SSG NLGI EUROPEAN DIRECT LENDING SP; SWISS CAPITAL PRIVATE DEBT FEEDER FUND I LP; SWISS CAPITAL PRIVATE DEBT FEEDER FUND II LP; STEPSTONE OPPORTUNISTIC LENDING FUND I LP; SSG WAREHOUSE AGGREGATOR FUND L.P; SSG TILAD PRIVATE DEBT FUND LP; SSG PAT PRIVATE DEBT FUND LP; SSG CREDIT SPECIALTIES FUND II LP; SSG CREDIT SPECIALTIES FUND I LP; STEPSTONE ADF OPPORTUNITIES FUND LP; SC CWMAA SENIOR CORPORATE LENDING LP; SENIOR CORPORATE LENDING ENHANCED I FUND LP; SSG ME PRIVATE DEBT FUND LP; STEPSTONE SENIOR CORPORATE LENDING FUND II (CAYMAN) LP; STEPSTONE CREDIT OPPORTUNITIES FUND I - A LP; STEPSTONE SENIOR CORPORATE LENDING FUND III (CAYMAN) LP; STEPSTONE PRIVATE DEBT FUND 2023 LP (KYOSAI); SSG EF OPPORTUNITIES FUND LP; STEPSTONE CREDIT OPPORTUNITIES FUND I (CAYMAN) LP; STEPSTONE CREDIT OPPORTUNITIES FUND II (CAYMAN) LP; SCL XL I FUND LP; SSG ENSTAR PRIVATE CREDIT FUND (CAYMAN) LP; SSG OAM PRIVATE DEBT FUND LP; VG CO-INVESTMENTS PRIVATE DEBT FUND LP; STEPSTONE TRADE FINANCE FUND; LG DIRECT LENDING; SC LV PRIVATE DEBT PLATFORM FUND; 3SC PRIDE FUND; SSG VALLUGA FUND; PR PRIVATE DEBT PLATFORM FUND; SSG GEN CREDIT FUND I; SSG GEN CREDIT FUND II; SSG GEN CREDIT FUND III; SSG SF INCOME FUND US; SSG BL PRIVATE DEBT FUND (CHURCH LIMBURG); SSG ENSTAR PRIVATE DEBT FUND I; SSG ENSTAR PRIVATE DEBT FUND II; SSG COV PRIVATE DEBT FUND (COVESTRO); SSG VDA PRIVATE DEBT FUND (VALIDA); SSG SCL III FUND; SSG SCL II FUND; SSG ABI PRIVATE DEBT FUND (AIRBUS); SSG INTER PRIVATE DEBT FUND; SSG KVBW PRIVATE DEBT FUND; SSG EZVK PRIVATE DEBT FUND; SSG ERK PRIVATE DEBT FUND; SSG BI PRIVATE DEBT FUND (BOEHRINGER); SSG SI PRIVATE DEBT FUND (SIGNAL IDUNA); LG INCOME FUND; SC LV PRIVATE DEBT FUND; AGON FUND; SENIOR CORPORATE LENDING FUND I; EUROPRIMA FUND; CWPS GLOBAL INFRASTRUCTURE FUND; SENIOR CORPORATE LENDING EUROPE FUND; PR PRIVATE DEBT FUND; SSG SF INCOME FUND; STEPSTONE BL PRIVATE DEBT FUND (CHURCH LIMBURG); STEPSTONE CREDIT OPPORTUNITIES FUND I; STEPSTONE CREDIT OPPORTUNITIES FUND II; STEPSTONE SENIOR CORPORATE LENDING FUND III; STEPSTONE SENIOR CORPORATE LENDING FUND III (EUROPE); STEPSTONE PSY ENPAP PRIVATE DEBT FUND; IMI PRIVATE DEBT FUND; STEPSTONE SENIOR CORPORATE LENDING FUND II; VG GLOBAL PRIVATE DEBT FUND I; VG US PRIVATE DEBT FUND; AXA VORSORGE PRIVATE DEBT SCA SICAV-RAIF - PRIVATE DEBT VINTAGE 2022; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE DEBT; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE EQUITY; SSG PRIVATE DEBT PORTFOLIO UMBRELLA SCA SICAV-RAIF - STEPSTONE TPM PRIVATE DEBT FUND (TRUFFLE); SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVEST EUROPEAN PRIVATE DEBT FUND; SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVESTMENT EUROPEAN TRADITIONAL SENIOR LENDING FUND (TSL); SC PRIVATE DEBT FUND III; HELVETIA EUROPEAN PRIVATE DEBT FUND; VG EUROPEAN PRIVATE DEBT FUNDS - CO-INVESTMENT PRIVATE DEBT FUND; SSG PRIVATE DEBT RATED NOTES I LP; SSG PRIVATE DEBT RATED NOTES II LP; HEATHROW FOREST PRIVATE DEBT FUND, L.P.; SSG PRIVATE CREDIT (US) GP LLC; EAF COMPLAN II

	By:	/s/ David Allen
	Name:	David Allen
	Title:	Authorized Person

Swiss Capital Anlagestiftung I, Private Debt Allocator I; Swiss Capital Anlagestiftung I, Private Debt Allocator II; Swiss Capital Anlagestiftung I, Private Debt Allocator III; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator IV; Swiss Capital Anlagestiftung I, Private Debt Allocator V; Swiss Capital Anlagestiftung I, Private Debt Allocator VI; Swiss Capital Anlagestiftung I, Private Debt Allocator VIII; Swiss Capital Anlagestiftung I, Private Debt Allocator IX; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator XI; Swiss Capital Anlagestiftung I, PRIVATE MARKETS ALLOCATOR II

	By:	/s/ Reto Iseli
		Name: Reto Iseli
		Title: Authorized Signatory

	By:	/s/ Remo Kampf
		Name: Remo Kampf
		Title: Authorized Signatory

Schedule A

Existing Affiliated Funds

	1.	LEXINGTON C/RE, LLC
	2.	SRE FREYJA INVESTCO, LP
	3.	STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE REAL ESTATE PARTNERS III COMPARTMENT
	4.	STEPSTONE REAL ESTATE PARTNERS III CAYMAN, LP
	5.	STEPSTONE REAL ESTATE PARTNERS III OFFSHORE, L.P.
	6.	STEPSTONE REAL ESTATE PARTNERS III TE, L.P.
	7.	STEPSTONE REAL ESTATE PARTNERS III, L.P.
	8.	STEPSTONE REAL ESTATE PARTNERS III OFFSHORE FEEDER, LP
	9.	SRE PRESERVATION INVESTCO, LP
	10.	SRE COLT OPCO INVESTCO, LP
	11.	SREP III COLT DEVCO CO-INVESTOR FEEDER, LP
	12.	SRE CARE INVESTCO, LP
	13.	SUNSTONE REAL ESTATE, LP
	14.	STEPSTONE REAL ESTATE PARTNERS III I OPPORTUNITIES FUND, LP
	15.	SRE PEACH INVESTCO, LP
	16.	STEPSTONE K REAL ESTATE CO-INVESTMENT FUND, LP
	17.	STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND, LP
	18.	STEPSTONE REAL ESTATE PARTNERS IV, LP
	19.	Stepstone Real Estate Partners IV Parallel, LP
	20.	StepStone Real Estate Partners IV Europe SCS
	21.	Real Estate International Partnership Fund, I, LP
	22.	Real Estate Domestic Partnership Fund I, L.P.
	23.	Real Estate Global Partnership Fund II, LP
	24.	SRE IV Spark Investco, LP
	25.	SRE III Boxer Investco, LP

	26.	SRE III/IV Wizard Investco, LP
	27.	StepStone Real Estate Europe Co-Investments Holdings, LP
	28.	SRE Care PropCo Upsize - Investco, LP
	29.	SSG ME Real Estate Opportunities Fund, L.P.
	30.	StepStone HB Real Estate Opportunities Fund, L.P.
	31.	StepStone HB Opportunities Fund II, L.P.
	32.	STEPSTONE BVK REAL ESTATE OPPORTUNITIES FUND SCSp
	33.	Heathrow Forest Real Estate Opportunities Fund, L.P.
	34.	STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND II, LP
	35.	STEPSTONE K REAL ESTATE CO-INVESTMENT FUND II , LP
	36.	NFU Mutual Global Real Estate, L.P.
	37.	StepStone T Real Estate Opportunities Fund, L.P.
	38.	Osool European Real Estate SP
	39.	SRE IV Ignite Investco, LP
	40.	SRE IV Ignite Investco (CIV), LP
	41.	Juniversitas Real Estate Diversified Fund SS (USD), L.P.
	42.	SIDF Active 1 LP
	43.	Osool European Real Estate AIV LP
	44.	StepStone Real Estate Europe Co-Investments Holdings II, LP - Class A
	45.	StepStone Real Estate Europe Co-Investments Holdings II, LP - Class B
	46.	StepStone Real Estate Insurance Fund Series of the SALI Multi-Series Fund, L.P.
	47.	G1 SRE SMA Cayman LP
	48.	Artistic Steps SMA LLC
	49.	SREP IV ACRE Investco (CIV) LP
	50.	SREP V Alpha Emerald Feeder, LP

	51.	SREP V Alpha Investco (CIV), LP
	52.	SRE Solaris Investco, LP
	53.	StepStone Real Estate Partners V, LP
	54.	StepStone Real Estate Partners V 892, LP
	55.	StepStone Real Estate Partners V QFP, LP
	56.	StepStone Real Estate Partners V Europe SCS
	57.	2007 CO-INVESTMENT PORTFOLIO, L.P.
	58.	ASIA REALTY ACCESS FEEDER LP
	59.	CAPITOL PRIVATE OPPORTUNITIES II (PARALLEL), L.P.
	60.	CAPITOL PRIVATE OPPORTUNITIES II, L.P.
	61.	CGR/PE, LLC
	62.	CVC CREDIT PARTNERS SPECIAL OPPORTUNITIES ACCESS FEEDER
	63.	ENERGY SELECT ACCESS FEEDER LP
	64.	EUROPE ENTERPRISE II OFFSHORE L.P.
	65.	EUROPE ENTERPRISE II ONSHORE L.P.
	66.	MEZZANINE CO-INVESTMENT PORTFOLIO L.P.
	67.	NYSCRF PIONEER PARTNERSHIP FUND B, L.P.
	68.	PEGASUS MULTI-STRATEGY SERIES (A) LP
	69.	REAL ESTATE DEVELOPMENT OPPORTUNITIES ACCESS FEEDER LP
	70.	SILVERSTONE II, LLC - SERIES C
	71.	SILVERSTONE II, LLC - SERIES E
	72.	SILVERSTONE II, LLC - SERIES G
	73.	STEPSTONE A OPPORTUNITIES FUND, L.P.
	74.	STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES A
	75.	STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES B

	76.	STEPSTONE AMP OPPORTUNITIES FUND, L.P. - Series A
	77.	STEPSTONE ATLANTIC FUND, L.P. - INFRASTRUCTURE SERIES 1 2011
	78.	STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 1 2009
	79.	STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 2 2012
	80.	STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2014
	81.	STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND, L.P.
	82.	STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.
	83.	STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.
	84.	STEPSTONE CAPITAL PARTNERS III OFFSHORE HOLDINGS, L.P.
	85.	STEPSTONE CAPITAL PARTNERS III, L.P.
	86.	STEPSTONE CGC OPPORTUNITIES I, L.P.
	87.	STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE CAPITAL PARTNERS III COMPARTMENT
	88.	STEPSTONE FERRO OPPORTUNITIES FUND, L.P.
	89.	STEPSTONE FSS OPPORTUNITIES FUND, L.P.
	90.	STEPSTONE H OPPORTUNITIES FUND, L.P.
	91.	STEPSTONE INTERNATIONAL INVESTORS II, L.P.
	92.	STEPSTONE INTERNATIONAL INVESTORS II-G, L.P.
	93.	STEPSTONE INTERNATIONAL INVESTORS III, L.P.
	94.	STEPSTONE INTERNATIONAL INVESTORS IV (DELAWARE), L.P.
	95.	STEPSTONE INTERNATIONAL INVESTORS IV (GUERNSEY), L.P.
	96.	STEPSTONE K STRATEGIC OPPORTUNITIES FUND II, L.P.
	97.	STEPSTONE K STRATEGIC OPPORTUNITIES FUND, L.P.
	98.	STEPSTONE KF PRIVATE EQUITY FUND, L.P.
	99.	STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
	100.	STEPSTONE MEXICO I SPC

	101.	STEPSTONE MEZZANINE PARTNERS (OFFSHORE) I-A L.P.
	102.	STEPSTONE MEZZANINE PARTNERS I-A L.P.
	103.	STEPSTONE NPS PE FUND, L.P.
	104.	STEPSTONE PA TAP FUND I, LP
	105.	STEPSTONE PHOENIX OPPORTUNITIES FUND, LP
	106.	STEPSTONE PIONEER CAPITAL EUROPE I, L.P. INCORPORATED
	107.	STEPSTONE PIONEER CAPITAL EUROPE II, L.P.
	108.	STEPSTONE PIONEER CAPITAL III, L.P.
	109.	STEPSTONE PRIVATE EQUITY PARTNERS III CAYMAN HOLDINGS L.P.
	110.	STEPSTONE PRIVATE EQUITY PARTNERS III L.P.
	111.	STEPSTONE PRIVATE EQUITY PORTFOLIO L.P.
	112.	STEPSTONE RIVAS PRIVATE EQUITY FUND, L.P.
	113.	STEPSTONE SECONDARY OPPORTUNITIES FUND II OFFSHORE HOLDINGS, L.P.
	114.	STEPSTONE SECONDARY OPPORTUNITIES FUND II, L.P.
	115.	STEPSTONE SECONDARY OPPORTUNITIES FUND III OFFSHORE HOLDINGS SCSP
	116.	STEPSTONE SECONDARY OPPORTUNITIES FUND III, L.P.
	117.	STEPSTONE SEDCO U.S. OPPORTUNITIES FUND, L.P.
	118.	STEPSTONE TACTICAL GROWTH FUND II, L.P.
	119.	STEPSTONE TACTICAL GROWTH FUND OFFSHORE HOLDINGS, L.P.
	120.	STEPSTONE TACTICAL GROWTH FUND, L.P.
	121.	STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - Series A
	122.	STEPSTONE XL OPPORTUNITIES FUND, L.P.
	123.	TERRACE INVESTMENT HOLDINGS, LLC
	124.	STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - Series B
	125.	STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.

	126.	STEPSTONE PRIVATE ACCESS PARTNERSHIP, L.P.
	127.	STEPSTONE JP OPPORTUNITIES FUND. L.P.
	128.	STEPSTONE ATLAS OPPORTUNITIES FUND, L.P.
	129.	SILVERSTONE II, LLC - SERIES H
	130.	STEPSTONE NL OPPORTUNITIES FUND, LP
	131.	STEPSTONE TACTICAL GROWTH FUND II OFFSHORE HOLDINGS, L.P.
	132.	SILVERSTONE II, LLC - SERIES I
	133.	STEPSTONE AMP OPPORTUNITIES FUND, L.P. - Series B
	134.	STEPSTONE NL OPPORTUNITIES FUND II, LP
	135.	STEPSTONE NPS PE FUND, L.P. - Tranche B
	136.	Capitol Private Opportunities III LP
	137.	Capitol Private Opportunities III (Parallel) LP
	138.	StepStone BVK Opportunities Fund SCSp
	139.	StepStone Capital Partners IV, L.P.
	140.	StepStone Capital Partners IV Offshore Holdings, L.P.
	141.	StepStone Capital Partners IV Europe Holdings SCSp
	142.	StepStone Endurance, L.P.
	143.	StepStone JP Opportunities Fund IA, L.P.
	144.	StepStone KF Private Equity Fund II, L.P.
	145.	StepStone XL Opportunities Fund II-A, L.P.
	146.	StepStone XL Opportunities Fund II-B, L.P.
	147.	Terrace Investment Holdings SMF, LLC
	148.	StepStone AP Opportunities Fund, L.P.
	149.	StepStone Atlas Opportunities Fund II LP
	150.	China Opportunities Access Feeder LP

	151.	SilverStone II, LLC - Series J
	152.	SilverStone II, LLC - Series K (Class 1)
	153.	SilverStone II, LLC - Series K (Class 2)
	154.	StepStone P Opportunities Fund, L.P.
	155.	Sunstone PE Opportunities Fund LLC
	156.	StepStone Secondary Opportunities Fund IV, L.P.
	157.	StepStone Secondary Opportunities Fund IV Offshore Holdings, L.P.
	158.	StepStone Secondary Opportunities Fund IV Europe Holdings SCSp
	159.	StepStone Waterfall Agreggator, LLC
	160.	StepStone E Opportunities Fund, L.P.
	161.	StepStone E Offshore Opportunities Fund, L.P.
	162.	StepStone AZ China and Asia Opportunities Fund II, L.P.
	163.	SilverStone IV, LLC - Series A
	164.	SilverStone IV, LLC - Series B
	165.	SilverStone IV, LLC - Series C
	166.	SilverStone IV, LLC - Series D
	167.	SSOF IV Overage SMA H, L.P.
	168.	SSOF IV Overage SMA W, L.P.
	169.	StepStone LMM Opportunities Fund I, L.P.
	170.	StepStone TS Opportunities Fund, L.P.
	171.	STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - Series B
	172.	Bridge Village Limited
	173.	STEPSTONE NPS PE FUND II, L.P.
	174.	Heathrow Forest Asia Opportunities Fund, L.P.
	175.	StepStone BV Opportunities Fund, L.P.

	176.	SSOF IV Overage SMA L, SCSp
	177.	StepStone HCSCMPTEPP Fund, L.P.
	178.	StepStone Tactical Growth Fund III, L.P.
	179.	StepStone Tactical Growth Fund III Offshore Holdings, L.P.
	180.	StepStone VMB Secondary Opportunities Fund Holdings SCSp
	181.	StepStone NL Opportunities Fund III, L.P.
	182.	StepStone K Strategic Opportunities Fund IV, L.P.
	183.	StepStone East Town Strategic Capital Fund, L.P.
	184.	SSG Peninsula Fund, L.P.
	185.	STEPSTONE NPS PE FUND II, L.P. - Tranche C
	186.	SilverStone Pattern, LLC, Series A
	187.	SilverStone Pattern, LLC, Series B
	188.	SilverStone IV, LLC - Series E
	189.	SilverStone Balfour, L.P.
	190.	StepStone Mexico I SPC - Series E
	191.	StepStone TC Opportunities Fund, L.P.
	192.	StepStone Atlas Opportunities Fund III (Offshore), L.P.
	193.	StepStone Atlas Opportunities Fund III (Onshore), L.P.
	194.	StepStone PI Opportunities Fund, L.P.
	195.	Altrium II Access Feeder, LP
	196.	StepStone-Carlyle Asia Partners Growth II Access Fund, LP
	197.	StepStone NL Opportunities Fund IV, L.P.
	198.	StepStone P Opportunities Fund II, L.P.
	199.	StepStone Yellowcreek Fund, L.P.
	200.	StepStone BVK Opportunities Fund II SCSp

	201.	StepStone Thunderbird Opportunities Fund, LP
	202.	StepStone East Town Strategic Capital Fund V, L.P.
	203.	SilverStone IV, LLC - Series F
	204.	SilverStone IV, LLC - Series H
	205.	SilverStone IV, LLC - Series I
	206.	SilverStone IV, LLC - Series J
	207.	SilverStone IV, LLC - Series K
	208.	SilverStone IV, LLC - Series L
	209.	SilverStone IV, LLC - Series M
	210.	SilverStone IV, LLC - Series N
	211.	SilverStone Pebbles IV, LLC
	212.	SilverStone Tree Frog, L.P.
	213.	StepStone Badger Secondary Opportunities Holdings, L.P. - Series A
	214.	STEPSTONE FSS OPPORTUNITIES FUND, L.P. - Series B
	215.	StepStone Capital Partners V, L.P.
	216.	StepStone Capital Partners V Offshore Holdings, L.P.
	217.	StepStone Capital Partners V Europe Holdings
	218.	SilverStone VC Holdings, LLC - Series A
	219.	Heathrow Forest Venture Opportunities Fund, L.P.
	220.	StepStone Secondary Opportunities Fund V, L.P
	221.	StepStone Secondary Opportunities Fund V Offshore Holdings, L.P.
	222.	StepStone Secondary Opportunities Fund V Europe Holdings, SCSp
	223.	STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2022
	224.	SSOF V OVERAGE SMA W, L.P.
	225.	SSOF V Overage Europe SCSp

	226.	StepStone Badger Secondary Opportunities Holdings, L.P. - Series B
	227.	StepStone Badger Secondary Opportunities Holdings, L.P. - Series C
	228.	SilverStone Nolan, L.P.
	229.	SilverStone Nolan (Onshore), LLC
	230.	SilverStone Nolan Aggregator, LLC
	231.	SilverStone Ladder, L.P.
	232.	StepStone Private Markets Horizons Fund, L.P.
	233.	StepStone NL Opportunities Fund V, L.P.
	234.	SilverStone Erasmus, LLC
	235.	Capitol Private Opportunities IV LP
	236.	Capitol Private Opportunities IV (Parallel) LP
	237.	SilverStone VC Holdings, LLC - Series B
	238.	StepStone Accelerate Diversity Fund, L.P.
	239.	StepStone AP Opportunities Fund, L.P. - Series B
	240.	StepStone HCSCMPTEPP Fund, L.P. - Series B
	241.	StepStone Ferwa Fund, LP
	242.	StepStone Rosa Special Fund, L.P.
	243.	StepStone Rosa Master Fund, L.P.
	244.	StepStone Opportunities VC NZ Fund, LP
	245.	StepStone AP Opportunities Fund, L.P. - Series C
	246.	StepStone Pegasus Fund, L.P.
	247.	StepStone HCSCMPTEPP Fund, L.P. - Series C
	248.	STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - Series C
	249.	StepStone Boulder Opportunities SMA Offshore Holdings L.P.
	250.	StepStone Private Equity LP Secondary Opportunities Ltd

	251.	StepStone Climate Fund Holdings LP
	252.	StepStone Climate Fund Parallel LP
	253.	SilverStone Pebbles V, LLC
	254.	StepStone Tactical Growth Fund IV, L.P.
	255.	StepStone Tactical Growth Fund IV Offshore Holdings, L.P.
	256.	StepStone Tatical Growth Fund IV Europe Holdings, SCSp
	257.	SilverStone Kahuna, LLC
	258.	StepStone Holyrood Private Equity Opportunities Fund, L.P.
	259.	StepStone Oxford Fund I, L.P.
	260.	StepStone Oxford Fund I, L.P. - Series B
	261.	StepStone Oxford Fund I, L.P. - Series C
	262.	SSOF V Overage Offshore, L.P
	263.	StepStone PF Opportunities Fund (L), L.P.
	264.	Silverstone Cove Aggregator, L.P.
	265.	Silverstone Cove Offshore Aggregator, L.P.
	266.	STEPSTONE KF INFRASTRUCTURE FUND, L.P.
	267.	STEPSTONE NPS INFRASTRUCTURE FUND, L.P.
	268.	StepStone NLGI Infrastructure Opportunities Fund, LP
	269.	StepStone Scorpio Infrastructure Opportunities Fund, L.P.
	270.	StepStone R Co-Investment Partnership, L.P.
	271.	SunSIRA Infrastructure Fund, LLC
	272.	StepStone KF Infrastructure Fund II, L.P.
	273.	StepStone C Strategic Core Infrastructure Partnership, L.P
	274.	StepStone K Infrastructure Opportunities Fund, L.P.
	275.	StepStone G Infrastructure Opportunities, LP

	276.	StepStone NPS Infrastructure Fund II, LP
	277.	StepStone P Infrastructure Opportunities Fund, LP
	278.	StepStone B Infrastrucutre Opportunities Fund, L.P.
	279.	SSG ME Infrastructure Opportunities Fund, L.P.
	280.	StepStone B Infrastructure Opportunities Fund II-G, L.P.
	281.	StepStone B Infrastructure Opportunities Fund II-R, L.P.
	282.	StepStone Phoenix Infrastructure Debt Opportunities Fund, L.P.
	283.	StepStone PTS Infrastructure Secondary Opportunities Fund Holdings, L.P.
	284.	StepStone Phoenix Infrastructure Equity Opportunities Fund, L.P.
	285.	StepStone K Infrastructure Opportunities Fund II, L.P.
	286.	StepStone P Infrastructure Opportunities Fund II, L.P.
	287.	Toranomon Infrastructure 1, L.P.
	288.	Stepstone Infrastructure Co-Investment Partners 2022, L.P.
	289.	StepStone Infrastructure Co-Investment Partners 2022 Europe, SCSp
	290.	StepStone Infrastructure Co-Investment Partners 2022 Parallel, L.P.
	291.	Stepstone NZ Infrastructure Opportunities Fund, L.P.
	292.	StepStone B Infrastructure Opportunities Fund III, L.P.
	293.	Libra Opportunities Fund, L.P
	294.	StepStone TMAM Infrastructure Opportunities Limited
	295.	StepStone ATS Infrastructure Master, L.P.
	296.	StepStone Ontario Natural Resources Opportunities Fund, L.P.
	297.	StepStone Holyrood Infrastructure Opportunities Fund, L.P
	298.	StepStone Minderoo Opportunities Fund LP
	299.	NFU Mutual Global Infrastructure, L.P.
	300.	StepStone IP Infrastructure Opportunities Fund, LP

	301.	SC Co-Investments Private Debt Fund LP
	302.	Swiss Capital Co-Investments Private Debt Offshore SP
	303.	SSG Mexico Private Debt Fund I SP
	304.	StepStone Aman Private Credit Oriented Fund I SP
	305.	SSG NLGI European Direct Lending SP
	306.	Swiss Capital Private Debt Feeder Fund I LP
	307.	Swiss Capital Private Debt Feeder Fund II LP
	308.	StepStone Opportunistic Lending Fund I LP
	309.	SSG Warehouse Aggregator Fund L.P
	310.	SSG Tilad Private Debt Fund LP
	311.	SSG PAT Private Debt Fund LP
	312.	SSG Credit Specialties Fund II LP
	313.	SSG Credit Specialties Fund I LP
	314.	Stepstone ADF Opportunities Fund LP
	315.	SC CWMAA Senior Corporate Lending LP
	316.	Senior Corporate Lending Enhanced I Fund LP
	317.	SSG ME Private Debt Fund LP
	318.	StepStone Senior Corporate Lending Fund II (Cayman) LP
	319.	StepStone Credit Opportunities Fund I - A LP
	320.	StepStone Senior Corporate Lending Fund III (Cayman) LP
	321.	StepStone Private Debt Fund 2023 LP (Kyosai)
	322.	SSG EF Opportunities Fund LP
	323.	StepStone Credit Opportunities Fund I (Cayman) LP
	324.	StepStone Credit Opportunities Fund II (Cayman) LP
	325.	SCL XL I Fund LP

	326.	SSG Enstar Private Credit Fund (Cayman) LP
	327.	SSG OAM Private Debt Fund LP
	328.	VG Co-Investments Private Debt Fund LP
	329.	StepStone Trade Finance Fund
	330.	LG Direct Lending
	331.	SC LV Private Debt Platform Fund
	332.	3SC Pride Fund
	333.	SSG Valluga Fund
	334.	PR Private Debt Platform Fund
	335.	SSG GEN Credit Fund I
	336.	SSG GEN Credit Fund II
	337.	SSG GEN Credit Fund III
	338.	SSG SF Income Fund Us
	339.	SSG BL Private Debt Fund (Church Limburg)
	340.	SSG Enstar Private Debt Fund I
	341.	SSG Enstar Private Debt Fund II
	342.	SSG COV Private Debt Fund (Covestro)
	343.	SSG VDA Private Debt Fund (Valida)
	344.	SSG SCL III Fund
	345.	SSG SCL II Fund
	346.	SSG ABI Private Debt Fund (Airbus)
	347.	SSG INTER Private Debt Fund
	348.	SSG KVBW Private Debt Fund
	349.	SSG EZVK Private Debt Fund
	350.	SSG ERK Private Debt Fund

	351.	SSG BI Private Debt Fund (Boehringer)
	352.	SSG SI Private Debt Fund (Signal Iduna)
	353.	LG Income Fund
	354.	SC LV Private Debt Fund
	355.	Agon Fund
	356.	Senior Corporate Lending Fund I
	357.	EuroPrima Fund
	358.	CWPS Global Infrastructure Fund
	359.	Senior Corporate Lending Europe Fund
	360.	PR Private Debt Fund
	361.	SSG SF Income Fund
	362.	StepStone BL Private Debt Fund (Church Limburg)
	363.	StepStone Credit Opportunities Fund I
	364.	StepStone Credit Opportunities Fund II
	365.	StepStone Senior Corporate Lending Fund III
	366.	StepStone Senior Corporate Lending Fund III (Europe)
	367.	StepStone PSY ENPAP Private Debt Fund
	368.	IMI Private Debt Fund
	369.	StepStone Senior Corporate Lending Fund II
	370.	VG Global Private Debt Fund I
	371.	VG US Private Debt Fund
	372.	AXA VORSORGE PRIVATE DEBT SCA SICAV-RAIF - PRIVATE DEBT VINTAGE 2022
	373.	VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE DEBT
	374.	VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE EQUITY
	375.	SSG PRIVATE DEBT PORTFOLIO UMBRELLA SCA SICAV-RAIF - STEPSTONE TPM PRIVATE DEBT FUND (TRUFFLE)

	376.	Swiss Capital European Private Debt Funds I - Co-Invest European Private Debt Fund
	377.	Swiss Capital European Private Debt Funds I - Co-Investment European Traditional Senior Lending Fund (TSL)
	378.	SC Private Debt Fund III
	379.	Helvetia European Private Debt Fund
	380.	VG European Private Debt Funds - Co-Investment Private Debt Fund
	381.	SSG PRIVATE DEBT RATED NOTES I LP
	382.	SSG PRIVATE DEBT RATED NOTES II LP
	383.	HEATHROW FOREST PRIVATE DEBT FUND, L.P.
	384.	SSG PRIVATE CREDIT (US) GP LLC
	385.	EAF Complan II
	386.	StepStone (Luxembourg) SCA SIVAV - RAIF
	387.	StepStone (Luxembourg) SCA SICAV-RAIF - StepStone Private Venture and Growth Fund
	388.	StepStone (Luxembourg) SCA SIVAV-RAIF Private Infrastructure Fund
	389.	StepStone (Luxembourg) SCA SIVAV-RAIF - StepStone Private Markets
	390.	StepStone Private Markets Feeder Ltd.
	391.	STEPSTONE PRIVATE VENTURE AND GROWTH (AUSTRALIA) FUND
	392.	StepStone Private Venture Infrastructure (Australia) Fund

	393.	Swiss Capital Anlagestiftung I, Private Debt Allocator I
	394.	Swiss Capital Anlagestiftung I, Private Debt Allocator II
	395.	Swiss Capital Anlagestiftung I, Private Debt Allocator III
	396.	Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator IV
	397.	Swiss Capital Anlagestiftung I, Private Debt Allocator V
	398.	Swiss Capital Anlagestiftung I, Private Debt Allocator VI
	399.	Swiss Capital Anlagestiftung I, Private Debt Allocator VIII
	400.	Swiss Capital Anlagestiftung I, Private Debt Allocator IX
	401.	Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator XI
	402.	Swiss Capital Anlagestiftung I, Private Markets Allocator II

Exhibit A-1

Verification

The undersigned states that he or she has duly executed the attached Application dated September 17, 2024 for and on behalf of the Applicants, as the case may be, that he or she holds the office with each such entity as indicated below, and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states that he or she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his or her knowledge, information, and belief.

	STEPSTONE PRIVATE CREDIT FUND LLC
	By:	/s/ Ariel Goldblatt
		Name:	Ariel Goldblatt
		Title:	Authorized Signatory
	By:	/s/ Joseph Cambareri
		Name:	Joseph Cambareri
		Title:	Authorized Signatory
	STEPSTONE PRIVATE MARKETS
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory
	STEPSTONE PRIVATE VENTURE AND GROWTH FUND
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

	STEPSTONE PRIVATE INFRASTRUCTURE FUND
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

STEPSTONE PRIVATE CREDIT INCOME FUND

	By:	/s/ Dean Caruvana
		Name: Dean Caruvana
		Title: Authorized Signatory

	STEPSTONE GROUP PRIVATE DEBT LLC
	By:	StepStone Group Private Debt AG (f/k/a Swiss Capital Alternative Investments AG), its Sole Member
	By:	/s/ Reto Iseli
		Name:	Reto Iseli
		Title:	Authorized Signatory

	By:	/s/ Philipp Weibel
		Name:	Philipp Weibel
		Title:	Authorized Signatory

	STEPSTONE GROUP PRIVATE WEALTH LLC
	By:	/s/ Dean Caruvana
		Name:	Dean Caruvana
		Title:	Authorized Signatory

	STEPSTONE GROUP REAL ASSETS LP
	By:	StepStone Group Real Assets Holdings LLC, its General Partner
	By:	/s/ Andrew Bratt
		Name:	Andrew Bratt
		Title:	Authorized Signatory
	StepStone Group Europe Alternative Investments Limited
	By:	/s/ David Allen
		Name:	David Allen
		Title:	Authorized Signatory
	STEPSTONE GROUP LP
	By:	StepStone Group Holdings LLC, its General Partner
	By:	/s/ Andrew Bratt
		Name:	Andrew Bratt
		Title:	Authorized Signatory

Exhibit A-2

Verification

The undersigned states that she has duly executed the attached Application dated September 17, 2024 for and on behalf of the Applicants, as the case may be, that she holds the office with each such entity as indicated below, and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states that she is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of her knowledge, information, and belief.

LEXINGTON C/RE, LLC; SRE FREYJA INVESTCO, LP; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE REAL ESTATE PARTNERS III COMPARTMENT; STEPSTONE REAL ESTATE PARTNERS III CAYMAN, LP; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE, L.P.; STEPSTONE REAL ESTATE PARTNERS III TE, L.P.; STEPSTONE REAL ESTATE PARTNERS III, L.P.; STEPSTONE REAL ESTATE PARTNERS III OFFSHORE FEEDER, LP; SRE PRESERVATION INVESTCO, LP; SRE COLT OPCO INVESTCO, LP; SREP III COLT DEVCO CO-INVESTOR FEEDER, LP; SRE CARE INVESTCO, LP; SUNSTONE REAL ESTATE, LP; STEPSTONE REAL ESTATE PARTNERS III I OPPORTUNITIES FUND, LP; SRE PEACH INVESTCO, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND, LP; STEPSTONE REAL ESTATE PARTNERS IV, LP; STEPSTONE REAL ESTATE PARTNERS IV PARALLEL, LP; STEPSTONE REAL ESTATE PARTNERS IV EUROPE SCS; REAL ESTATE INTERNATIONAL PARTNERSHIP FUND, I, LP; REAL ESTATE DOMESTIC PARTNERSHIP FUND I, L.P.; REAL ESTATE GLOBAL PARTNERSHIP FUND II, LP; SRE IV SPARK INVESTCO, LP; SRE III BOXER INVESTCO, LP; SRE III/IV WIZARD INVESTCO, LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS, LP; SRE CARE PROPCO UPSIZE - INVESTCO, LP; SSG ME REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE HB OPPORTUNITIES FUND II, L.P.; STEPSTONE BVK REAL ESTATE OPPORTUNITIES FUND SCSP; HEATHROW FOREST REAL ESTATE OPPORTUNITIES FUND, L.P.; STEPSTONE PIFSS REAL ESTATE CO-INVESTMENT FUND II, LP; STEPSTONE K REAL ESTATE CO-INVESTMENT FUND II, LP; NFU MUTUAL GLOBAL REAL ESTATE, L.P.; STEPSTONE T REAL ESTATE OPPORTUNITIES FUND, L.P.; OSOOL EUROPEAN REAL ESTATE SP; SRE IV IGNITE INVESTCO, LP; SRE IV IGNITE INVESTCO (CIV), LP; JUNIVERSITAS REAL ESTATE DIVERSIFIED FUND SS (USD), L.P.; SIDF ACTIVE 1 LP; OSOOL EUROPEAN REAL ESTATE AIV LP; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS A; STEPSTONE REAL ESTATE EUROPE CO-INVESTMENTS HOLDINGS II, LP - CLASS B; STEPSTONE REAL ESTATE INSURANCE FUND SERIES OF THE SALI MULTI-SERIES FUND, L.P.; G1 SRE SMA CAYMAN LP; ARTISTIC STEPS SMA LLC; SREP IV ACRE INVESTCO (CIV) LP; SREP V ALPHA EMERALD FEEDER, LP; SREP V ALPHA INVESTCO (CIV), LP; SRE SOLARIS INVESTCO, LP; STEPSTONE REAL ESTATE PARTNERS V, LP; STEPSTONE REAL ESTATE PARTNERS V 892, LP; STEPSTONE REAL ESTATE PARTNERS V QFP, LP; STEPSTONE REAL ESTATE PARTNERS V EUROPE SCS; 2007 CO-INVESTMENT PORTFOLIO, L.P.; ASIA REALTY ACCESS FEEDER LP; CAPITOL PRIVATE OPPORTUNITIES II (PARALLEL), L.P.; CAPITOL PRIVATE OPPORTUNITIES II, L.P.; CGR/PE, LLC; CVC CREDIT PARTNERS SPECIAL OPPORTUNITIES ACCESS FEEDER; ENERGY SELECT ACCESS FEEDER LP; EUROPE ENTERPRISE II OFFSHORE L.P.; EUROPE ENTERPRISE II ONSHORE L.P.; MEZZANINE CO-INVESTMENT PORTFOLIO L.P.; NYSCRF PIONEER PARTNERSHIP FUND B, L.P.; PEGASUS MULTI-STRATEGY SERIES (A) LP; REAL ESTATE DEVELOPMENT OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES C; SILVERSTONE II, LLC - SERIES E; SILVERSTONE II, LLC - SERIES G; STEPSTONE A OPPORTUNITIES FUND, L.P.; STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES A; STEPSTONE AEGON OPPORTUNITIES FUND, LP. - SERIES B; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE ATLANTIC FUND, L.P. - INFRASTRUCTURE SERIES 1 2011; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 1 2009; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE EQUITY SERIES 2 2012; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2014; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS II ONSHORE, L.P.; STEPSTONE CAPITAL PARTNERS III OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS III, L.P.; STEPSTONE CGC OPPORTUNITIES I, L.P.; STEPSTONE EUROPEAN FUND SCS, SICAV-FIS - STEPSTONE CAPITAL PARTNERS III COMPARTMENT; STEPSTONE FERRO OPPORTUNITIES FUND, L.P.; STEPSTONE FSS OPPORTUNITIES FUND, L.P.; STEPSTONE H OPPORTUNITIES FUND, L.P.; STEPSTONE INTERNATIONAL INVESTORS II, L.P.; STEPSTONE INTERNATIONAL INVESTORS II-G, L.P.; STEPSTONE INTERNATIONAL INVESTORS III, L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (DELAWARE), L.P.; STEPSTONE INTERNATIONAL INVESTORS IV (GUERNSEY), L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND II, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND, L.P.; STEPSTONE KF PRIVATE EQUITY FUND, L.P.; STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.; STEPSTONE MEXICO I SPC; STEPSTONE MEZZANINE PARTNERS (OFFSHORE) I-A L.P.; STEPSTONE MEZZANINE PARTNERS I-A L.P.; STEPSTONE NPS PE FUND, L.P.; STEPSTONE PA TAP FUND I, LP; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP; STEPSTONE PIONEER CAPITAL EUROPE I, L.P. INCORPORATED;

STEPSTONE PIONEER CAPITAL EUROPE II, L.P.; STEPSTONE PIONEER CAPITAL III, L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III CAYMAN HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY PARTNERS III L.P.; STEPSTONE PRIVATE EQUITY PORTFOLIO L.P.; STEPSTONE RIVAS PRIVATE EQUITY FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND II, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND III OFFSHORE HOLDINGS SCSP; STEPSTONE SECONDARY OPPORTUNITIES FUND III, L.P.; STEPSTONE SEDCO U.S. OPPORTUNITIES FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND II, L.P.; STEPSTONE TACTICAL GROWTH FUND OFFSHORE HOLDINGS, L.P.; STEPSTONE TACTICAL GROWTH FUND, L.P.; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES A; STEPSTONE XL OPPORTUNITIES FUND, L.P.; TERRACE INVESTMENT HOLDINGS, LLC; STEPSTONE UWF SECONDARY OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.; STEPSTONE PRIVATE ACCESS PARTNERSHIP, L.P.; STEPSTONE JP OPPORTUNITIES FUND. L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND, L.P.; SILVERSTONE II, LLC - SERIES H; STEPSTONE NL OPPORTUNITIES FUND, LP; STEPSTONE TACTICAL GROWTH FUND II OFFSHORE HOLDINGS, L.P.; SILVERSTONE II, LLC - SERIES I; STEPSTONE AMP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE NL OPPORTUNITIES FUND II, LP; STEPSTONE NPS PE FUND, L.P. - TRANCHE B; CAPITOL PRIVATE OPPORTUNITIES III LP; CAPITOL PRIVATE OPPORTUNITIES III (PARALLEL) LP; STEPSTONE BVK OPPORTUNITIES FUND SCSP; STEPSTONE CAPITAL PARTNERS IV, L.P.; STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP; STEPSTONE ENDURANCE, L.P.; STEPSTONE JP OPPORTUNITIES FUND IA, L.P.; STEPSTONE KF PRIVATE EQUITY FUND II, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-A, L.P.; STEPSTONE XL OPPORTUNITIES FUND II-B, L.P.; TERRACE INVESTMENT HOLDINGS SMF, LLC; STEPSTONE AP OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND II LP; CHINA OPPORTUNITIES ACCESS FEEDER LP; SILVERSTONE II, LLC - SERIES J; SILVERSTONE II, LLC - SERIES K (CLASS 1); SILVERSTONE II, LLC - SERIES K (CLASS 2); STEPSTONE P OPPORTUNITIES FUND, L.P.; SUNSTONE PE OPPORTUNITIES FUND LLC; STEPSTONE SECONDARY OPPORTUNITIES FUND IV, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND IV EUROPE HOLDINGS SCSP; STEPSTONE WATERFALL AGREGGATOR, LLC; STEPSTONE E OPPORTUNITIES FUND, L.P.; STEPSTONE E OFFSHORE OPPORTUNITIES FUND, L.P.; STEPSTONE AZ CHINA AND ASIA OPPORTUNITIES FUND II, L.P.; SILVERSTONE IV, LLC - SERIES A; SILVERSTONE IV, LLC - SERIES B; SILVERSTONE IV, LLC - SERIES C; SILVERSTONE IV, LLC - SERIES D; SSOF IV OVERAGE SMA H, L.P.; SSOF IV OVERAGE SMA W, L.P.; STEPSTONE LMM OPPORTUNITIES FUND I, L.P.; STEPSTONE TS OPPORTUNITIES FUND, L.P.; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES B; BRIDGE VILLAGE LIMITED; STEPSTONE NPS PE FUND II, L.P.; HEATHROW FOREST ASIA OPPORTUNITIES FUND, L.P.; STEPSTONE BV OPPORTUNITIES FUND, L.P.; SSOF IV OVERAGE SMA L, SCSP; STEPSTONE HCSCMPTEPP FUND, L.P.; STEPSTONE TACTICAL GROWTH FUND III, L.P.; STEPSTONE TACTICAL GROWTH FUND III OFFSHORE HOLDINGS, L.P.; STEPSTONE VMB SECONDARY OPPORTUNITIES FUND HOLDINGS SCSP; STEPSTONE NL OPPORTUNITIES FUND III, L.P.; STEPSTONE K STRATEGIC OPPORTUNITIES FUND IV, L.P.; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND, L.P.; SSG PENINSULA FUND, L.P.; STEPSTONE NPS PE FUND II, L.P. - TRANCHE C; SILVERSTONE PATTERN, LLC, SERIES A; SILVERSTONE PATTERN, LLC, SERIES B; SILVERSTONE IV, LLC - SERIES E; SILVERSTONE BALFOUR, L.P.; STEPSTONE MEXICO I SPC - SERIES E; STEPSTONE TC OPPORTUNITIES FUND, L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (OFFSHORE), L.P.; STEPSTONE ATLAS OPPORTUNITIES FUND III (ONSHORE), L.P.; STEPSTONE PI OPPORTUNITIES FUND, L.P.; ALTRIUM II ACCESS FEEDER, LP; STEPSTONE-CARLYLE ASIA PARTNERS GROWTH II ACCESS FUND, LP; STEPSTONE NL OPPORTUNITIES FUND IV, L.P.; STEPSTONE P OPPORTUNITIES FUND II, L.P.; STEPSTONE YELLOWCREEK FUND, L.P.; STEPSTONE BVK OPPORTUNITIES FUND II SCSP; STEPSTONE THUNDERBIRD OPPORTUNITIES FUND, LP; STEPSTONE EAST TOWN STRATEGIC CAPITAL FUND V, L.P.; SILVERSTONE IV, LLC - SERIES F; SILVERSTONE IV, LLC - SERIES H; SILVERSTONE IV, LLC - SERIES I; SILVERSTONE IV, LLC - SERIES J; SILVERSTONE IV, LLC - SERIES K; SILVERSTONE IV, LLC - SERIES L; SILVERSTONE IV, LLC - SERIES M; SILVERSTONE IV, LLC - SERIES N; SILVERSTONE PEBBLES IV, LLC; SILVERSTONE TREE FROG, L.P.; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES A; STEPSTONE FSS OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE CAPITAL PARTNERS V, L.P.; STEPSTONE CAPITAL PARTNERS V OFFSHORE HOLDINGS, L.P.; STEPSTONE CAPITAL PARTNERS V EUROPE HOLDINGS; SILVERSTONE VC HOLDINGS, LLC - SERIES A; HEATHROW FOREST VENTURE OPPORTUNITIES FUND, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V, L.P; STEPSTONE SECONDARY OPPORTUNITIES FUND V OFFSHORE HOLDINGS, L.P.; STEPSTONE SECONDARY OPPORTUNITIES FUND V EUROPE HOLDINGS, SCSP; STEPSTONE ATLANTIC FUND, L.P. - PRIVATE MARKETS SERIES 2022; SSOF V OVERAGE SMA W, L.P.; SSOF V OVERAGE EUROPE SCSP; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES B; STEPSTONE BADGER SECONDARY OPPORTUNITIES HOLDINGS, L.P. - SERIES C; SILVERSTONE NOLAN, L.P.; SILVERSTONE NOLAN (ONSHORE), LLC; SILVERSTONE NOLAN AGGREGATOR, LLC; SILVERSTONE LADDER, L.P.;

STEPSTONE PRIVATE MARKETS HORIZONS FUND, L.P.; STEPSTONE NL OPPORTUNITIES FUND V, L.P.; SILVERSTONE ERASMUS, LLC; CAPITOL PRIVATE OPPORTUNITIES IV LP; CAPITOL PRIVATE OPPORTUNITIES IV (PARALLEL) LP; SILVERSTONE VC HOLDINGS, LLC - SERIES B; STEPSTONE ACCELERATE DIVERSITY FUND, L.P.; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES B; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES B; STEPSTONE FERWA FUND, LP; STEPSTONE ROSA SPECIAL FUND, L.P.; STEPSTONE ROSA MASTER FUND, L.P.; STEPSTONE OPPORTUNITIES VC NZ FUND, LP; STEPSTONE AP OPPORTUNITIES FUND, L.P. - SERIES C; STEPSTONE PEGASUS FUND, L.P.; STEPSTONE HCSCMPTEPP FUND, L.P. - SERIES C; STEPSTONE PHOENIX OPPORTUNITIES FUND, LP - SERIES C; STEPSTONE BOULDER SECONDARY OPPORTUNITIES SMA OFFSHORE HOLDINGS L.P.; STEPSTONE PRIVATE EQUITY LP SECONDARY OPPORTUNITIES LTD; STEPSTONE CLIMATE FUND HOLDINGS LP; STEPSTONE CLIMATE FUND PARALLEL LP; SILVERSTONE PEBBLES V, LLC; STEPSTONE TACTICAL GROWTH FUND IV, L.P.; STEPSTONE TACTICAL GROWTH FUND IV OFFSHORE HOLDINGS, L.P.; STEPSTONE TATICAL GROWTH FUND IV EUROPE HOLDINGS, SCSP; SILVERSTONE KAHUNA, LLC; STEPSTONE HOLYROOD PRIVATE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE OXFORD FUND I, L.P.; STEPSTONE OXFORD FUND I, L.P. - SERIES B; STEPSTONE OXFORD FUND I, L.P. - SERIES C; SSOF V OVERAGE OFFSHORE, L.P; STEPSTONE PF OPPORTUNITIES FUND (L), L.P.; SILVERSTONE COVE AGGREGATOR, L.P.; SILVERSTONE COVE OFFSHORE AGGREGATOR, L.P.; STEPSTONE KF INFRASTRUCTURE FUND, L.P.; STEPSTONE NPS INFRASTRUCTURE FUND, L.P.; STEPSTONE NLGI INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE SCORPIO INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE R CO-INVESTMENT PARTNERSHIP, L.P.; SUNSIRA INFRASTRUCTURE FUND, LLC; STEPSTONE KF INFRASTRUCTURE FUND II, L.P.; STEPSTONE C STRATEGIC CORE INFRASTRUCTURE PARTNERSHIP, L.P; STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE G INFRASTRUCTURE OPPORTUNITIES, LP; STEPSTONE NPS INFRASTRUCTURE FUND II, LP; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; SSG ME INFRASTRUCTURE OPPORTUNITIES FUND, L.P;, STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-G, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND II-R, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE DEBT OPPORTUNITIES FUND, L.P.; STEPSTONE PTS INFRASTRUCTURE SECONDARY OPPORTUNITIES FUND HOLDINGS, L.P.; STEPSTONE PHOENIX INFRASTRUCTURE EQUITY OPPORTUNITIES FUND, L.P.; STEPSTONE K INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; STEPSTONE P INFRASTRUCTURE OPPORTUNITIES FUND II, L.P.; TORANOMON INFRASTRUCTURE 1, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022, L.P.; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 EUROPE, SCSP; STEPSTONE INFRASTRUCTURE CO-INVESTMENT PARTNERS 2022 PARALLEL, L.P.; STEPSTONE NZ INFRASTRUCTURE OPPORTUNITIES FUND, L.P.; STEPSTONE B INFRASTRUCTURE OPPORTUNITIES FUND III, L.P.; LIBRA OPPORTUNITIES FUND, L.P; STEPSTONE TMAM INFRASTRUCTURE OPPORTUNITIES LIMITED; STEPSTONE ATS INFRASTRUCTURE MASTER, L.P.; STEPSTONE ONTARIO NATURAL RESOURCES OPPORTUNITIES FUND, L.P.; STEPSTONE HOLYROOD INFRASTRUCTURE OPPORTUNITIES FUND, L.P; STEPSTONE MINDEROO OPPORTUNITIES FUND LP; NFU MUTUAL GLOBAL INFRASTRUCTURE, L.P.; STEPSTONE IP INFRASTRUCTURE OPPORTUNITIES FUND, LP; STEPSTONE (LUXEMBOURG) SCA SICAV - RAIF; STEPSTONE (LUXEMBOURG) SCA SICAV-RAIF - STEPSTONE PRIVATE VENTURE AND GROWTH FUND; STEPSTONE (LUXEMBOURG) SCA SICAV-RAIF - PRIVATE INFRASTRUCTURE FUND; STEPSTONE (LUXEMBOURG) SCA SICAV - STEPSTONE PRIVATE MARKETS; STEPSTONE PRIVATE MARKETS FEEDER LTD.; STEPSTONE PRIVATE VENTURE AND GROWTH (AUSTRALIA) FUND; STEPSTONE PRIVATE INFRASTRUCTURE (AUSTRALIA) FUND

	By:	/s/ Jennifer Ishiguro
		Name:	Jennifer Ishiguro
		Title:	Authorized Person

Exhibit A-3

Verification

The undersigned states that he has duly executed the attached Application dated September 17, 2024 for and on behalf of the Applicants, as the case may be, that he holds the office with each such entity as indicated below, and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states that he is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his knowledge, information, and belief.

SC CO-INVESTMENTS PRIVATE DEBT FUND LP; SWISS CAPITAL CO-INVESTMENTS PRIVATE DEBT OFFSHORE SP; SSG MEXICO PRIVATE DEBT FUND I SP; STEPSTONE AMAN PRIVATE CREDIT ORIENTED FUND I SP; SSG NLGI EUROPEAN DIRECT LENDING SP; SWISS CAPITAL PRIVATE DEBT FEEDER FUND I LP; SWISS CAPITAL PRIVATE DEBT FEEDER FUND II LP; STEPSTONE OPPORTUNISTIC LENDING FUND I LP; SSG WAREHOUSE AGGREGATOR FUND L.P; SSG TILAD PRIVATE DEBT FUND LP; SSG PAT PRIVATE DEBT FUND LP; SSG CREDIT SPECIALTIES FUND II LP; SSG CREDIT SPECIALTIES FUND I LP; STEPSTONE ADF OPPORTUNITIES FUND LP; SC CWMAA SENIOR CORPORATE LENDING LP; SENIOR CORPORATE LENDING ENHANCED I FUND LP; SSG ME PRIVATE DEBT FUND LP; STEPSTONE SENIOR CORPORATE LENDING FUND II (CAYMAN) LP; STEPSTONE CREDIT OPPORTUNITIES FUND I - A LP; STEPSTONE SENIOR CORPORATE LENDING FUND III (CAYMAN) LP; STEPSTONE PRIVATE DEBT FUND 2023 LP (KYOSAI); SSG EF OPPORTUNITIES FUND LP; STEPSTONE CREDIT OPPORTUNITIES FUND I (CAYMAN) LP; STEPSTONE CREDIT OPPORTUNITIES FUND II (CAYMAN) LP; SCL XL I FUND LP; SSG ENSTAR PRIVATE CREDIT FUND (CAYMAN) LP; SSG OAM PRIVATE DEBT FUND LP; VG CO-INVESTMENTS PRIVATE DEBT FUND LP; STEPSTONE TRADE FINANCE FUND; LG DIRECT LENDING; SC LV PRIVATE DEBT PLATFORM FUND; 3SC PRIDE FUND; SSG VALLUGA FUND; PR PRIVATE DEBT PLATFORM FUND; SSG GEN CREDIT FUND I; SSG GEN CREDIT FUND II; SSG GEN CREDIT FUND III; SSG SF INCOME FUND US; SSG BL PRIVATE DEBT FUND (CHURCH LIMBURG); SSG ENSTAR PRIVATE DEBT FUND I; SSG ENSTAR PRIVATE DEBT FUND II; SSG COV PRIVATE DEBT FUND (COVESTRO); SSG VDA PRIVATE DEBT FUND (VALIDA); SSG SCL III FUND; SSG SCL II FUND; SSG ABI PRIVATE DEBT FUND (AIRBUS); SSG INTER PRIVATE DEBT FUND; SSG KVBW PRIVATE DEBT FUND; SSG EZVK PRIVATE DEBT FUND; SSG ERK PRIVATE DEBT FUND; SSG BI PRIVATE DEBT FUND (BOEHRINGER); SSG SI PRIVATE DEBT FUND (SIGNAL IDUNA); LG INCOME FUND; SC LV PRIVATE DEBT FUND; AGON FUND; SENIOR CORPORATE LENDING FUND I; EUROPRIMA FUND; CWPS GLOBAL INFRASTRUCTURE FUND; SENIOR CORPORATE LENDING EUROPE FUND; PR PRIVATE DEBT FUND; SSG SF INCOME FUND; STEPSTONE BL PRIVATE DEBT FUND (CHURCH LIMBURG); STEPSTONE CREDIT OPPORTUNITIES FUND I; STEPSTONE CREDIT OPPORTUNITIES FUND II; STEPSTONE SENIOR CORPORATE LENDING FUND III; STEPSTONE SENIOR CORPORATE LENDING FUND III (EUROPE); STEPSTONE PSY ENPAP PRIVATE DEBT FUND; IMI PRIVATE DEBT FUND; STEPSTONE SENIOR CORPORATE LENDING FUND II; VG GLOBAL PRIVATE DEBT FUND I; VG US PRIVATE DEBT FUND; AXA VORSORGE PRIVATE DEBT SCA SICAV-RAIF - PRIVATE DEBT VINTAGE 2022; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE DEBT; VIG PRIVATE MARKETS FUND SCA SICAV-RAIF - VIG PRIVATE EQUITY; SSG PRIVATE DEBT PORTFOLIO UMBRELLA SCA SICAV-RAIF - STEPSTONE TPM PRIVATE DEBT FUND (TRUFFLE); SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVEST EUROPEAN PRIVATE DEBT FUND; SWISS CAPITAL EUROPEAN PRIVATE DEBT FUNDS I - CO-INVESTMENT EUROPEAN TRADITIONAL SENIOR LENDING FUND (TSL); SC PRIVATE DEBT FUND III; HELVETIA EUROPEAN PRIVATE DEBT FUND; VG EUROPEAN PRIVATE DEBT FUNDS - CO-INVESTMENT PRIVATE DEBT FUND; SSG PRIVATE DEBT RATED NOTES I LP; SSG PRIVATE DEBT RATED NOTES II LP; HEATHROW FOREST PRIVATE DEBT FUND, L.P.; SSG PRIVATE CREDIT (US) GP LLC; EAF COMPLAN II

	By:	/s/ David Allen
		Name:	David Allen
		Title:	Authorized Person

Exhibit A-4

Verification

The undersigned states that he has duly executed the attached Application dated September 17, 2024 for and on behalf of the Applicants, as the case may be, that he holds the office with each such entity as indicated below, and that all actions by stockholders, officers, directors, and other bodies necessary to authorize the undersigned to execute and file such Application have been taken. The undersigned further states that he is familiar with the instrument and the contents thereof, and that the facts set forth therein are true to the best of his knowledge, information, and belief.

Swiss Capital Anlagestiftung I, Private Debt Allocator I; Swiss Capital Anlagestiftung I, Private Debt Allocator II; Swiss Capital Anlagestiftung I, Private Debt Allocator III; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator IV; Swiss Capital Anlagestiftung I, Private Debt Allocator V; Swiss Capital Anlagestiftung I, Private Debt Allocator VI; Swiss Capital Anlagestiftung I, Private Debt Allocator VIII; Swiss Capital Anlagestiftung I, Private Debt Allocator IX; Swiss Capital Anlagestiftung I, Private Debt and Credit Hedge Funds Allocator XI; Swiss Capital Anlagestiftung I, Private Markets Allocator II

	By:	/s/ Reto Iseli
		Name: Reto Iseli
		Title: Authorized Signatory
	By:	/s/ Remo Kampf
		Name: Remo Kampf
		Title: Authorized Signatory

Exhibit B

Resolutions of the Board of Directors of

STEPSTONE PRIVATE CREDIT FUND LLC

WHEREAS, the Board of Directors (the "Board") has reviewed StepStone Private Credit Fund LLC's (the "Company") Co-Investment Exemptive Application (the "Exemptive Application") involving the Company and certain affiliates thereof as specified in the Exemptive Application, a copy of which was provided to the Board in connection with this meeting, for an order of the U.S. Securities and Exchange Commission ("SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and Section 57(a)(4) of the 1940 Act.

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form provided to the Board in connection with this meeting; and

FURTHER RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf of the Company in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company; and

FURTHER RESOLVED, that any officer of the Company be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument.

Resolutions of the Board of Trustees of

STEPSTONE PRIVATE MARKETS

WHEREAS, the Board of Trustees (the "Board") has reviewed StepStone Private Market's (the "Fund") Co-Investment Exemptive Application (the "Exemptive Application") involving the Fund and certain affiliates thereof as specified in the Exemptive Application, as presented at this Meeting, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and Section 57(a)(4) of the 1940 Act;

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers (as defined below), shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form presented at this Meeting; and

FURTHER RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that any officer of the Fund be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument; and

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the authorized officers of the Fund shall be the President and Treasurer of the Fund (collectively, the "Authorized Officers").

Resolutions of the Board of Trustees of

STEPSTONE PRIVATE VENTURE AND GROWTH FUND

WHEREAS, the Board of Trustees (the "Board") has reviewed StepStone Private Venture and Growth Fund's (the "Fund") Co-Investment Exemptive Application (the "Exemptive Application") involving the Fund and certain affiliates thereof as specified in the Exemptive Application, as presented at this Meeting, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and Section 57(a)(4) of the 1940 Act;

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers (as defined below), shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form presented at this Meeting; and

FURTHER RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that any officer of the Fund be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument; and

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the authorized officers of the Fund shall be the President and Treasurer of the Fund (collectively, the "Authorized Officers").

Resolutions of the Board of Trustees of

STEPSTONE PRIVATE INFRASTRUCTURE FUND

WHEREAS, the Board of Trustees (the "Board") has reviewed StepStone Private Infrastructure Fund's (the "Fund") Co-Investment Exemptive Application (the "Exemptive Application") involving the Fund and certain affiliates thereof as specified in the Exemptive Application, as presented at this Meeting, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and Section 57(a)(4) of the 1940 Act;

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers (as defined below), shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form presented at this Meeting; and

FURTHER RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that any officer of the Fund be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument; and

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the authorized officers of the Fund shall be the President and Treasurer of the Fund (collectively, the "Authorized Officers").

Resolutions of the Board of Trustees of

STEPSTONE PRIVATE CREDIT INCOME FUND

WHEREAS, the Board of Trustees (the "Board") has reviewed StepStone Private Credit Income Fund's (the "Fund") Co-Investment Exemptive Application (the "Exemptive Application") involving the Fund and certain affiliates thereof as specified in the Exemptive Application, as presented at this Meeting, for an order of the U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and Section 57(a)(4) of the 1940 Act;

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Officers (as defined below), shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto; and

FURTHER RESOLVED, that the Authorized Officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Fund, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action; and

FURTHER RESOLVED, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the name and on behalf of the Fund in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Fund; and

FURTHER RESOLVED, that any officer of the Fund be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officer's signature or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or instrument; and

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the authorized officers of the Fund shall be the President and Treasurer of the Fund (collectively, the "Authorized Officers").

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