Stepstone Group LP: investment adviser

StepStone provides investment management and supervisory services, including, in certain instances, subadvisory services, primarily with respect to private markets to institutional investors and sponsors worldwide (“Advisory Clients”) and advises private markets funds with a variety of investment focuses as described below (each private market fund, including Direct Investment Funds, Secondary Funds, Bespoke Funds, Feeder Funds and Fund of Private Market Funds, as each is defined below, collectively (“Fund Clients”). StepStone is also the sub-adviser to registered investment companies (“RIC Advisory Clients”) sponsored by StepStone Group Private Wealth LLC (“StepStone Private Wealth”), an affiliate of StepStone. The Advisory Clients, Fund Clients and RIC Advisory Clients will collectively be referred to herein as “Clients”. StepStone’s full range of private markets services also includes private markets monitoring and reporting services. StepStone specializes in managing private markets investments in the areas of primary fund investments, secondaries, and co-investments, across all major geographies (North America, Western Europe, Eastern Europe, Asia, Australia, Central and South America, Middle East and Africa). StepStone will sponsor and advise private markets funds that typically acquire non-publicly traded interests that expect to be held for extended periods of time. These interests may take the form of common equity, preferred equity, debt or other similar instruments and types of securities. Types of Funds When securities are acquired through co-investments, usually alongside other investment advisors or investors, they are known as “Direct Investments”. Vehicles, sponsored or advised by StepStone, intended to make Direct Investments are referred to as “Direct Investment Funds”. The capital provided by the investments are used in various stages of a company’s development and life cycle (early, intermediate and mature). Private markets investments that generally focus on recapitalizing or acquiring interests in previously closed investment vehicles are referred to as “Secondary Investments or Secondaries”. Secondary fund investments are generally purchased from investors in those vehicles (LP sponsored secondaries) or from the sponsor of those vehicles seeking a recapitalization (GP led secondaries). Secondary investments may also be made of direct interest into portfolio companies and are generally purchased from a variety of sources, including current/former employees, non-fund institutional investors, and other investment funds. Funds focused on the purchase of Secondaries are referred to as “Secondary Funds”. StepStone also sponsors and advises private markets funds in which substantially all of the assets of the

fund are invested in a designated fund (“Feeder Funds”), as directed by the Feeder Fund’s Governing Documents (as defined below). Following the initial investment decision to invest in the designated fund, StepStone’s role with respect to such Feeder Funds will essentially be administrative and mechanical, rather than investment advisory in nature, as StepStone will be responsible primarily for effecting the Feeder Fund’s investment in the designated fund. StepStone will also sponsor and advise private markets funds, which can include co-investment vehicles, that will in turn invest in various underlying private markets funds that it selects across all major geographies (“Fund of Private Markets Funds”). StepStone will also provide discretionary or nondiscretionary advisory services and discretionary or non-discretionary sub-advisory services, as well as non-discretionary private markets monitoring and reporting services, to Advisory Clients. Monitoring and reporting services include, but are not limited to, portfolio tracking and monitoring, database development and maintenance for document retention and performance data, portfolio analysis, review and reporting, review of amendments to governing documents, general research and education. Advisory Clients who wish to retain StepStone as investment manager to invest in private markets funds, Direct Investment Funds or Secondary Funds are permitted to acquire a membership or limited partnership interest in a limited liability company or limited partnership vehicle (a “Bespoke Fund”). An affiliate of StepStone serves as the managing member or general partner of such Bespoke Fund. The investments (via secondary acquisitions or primary commitments) or Direct Investment opportunities, in which the Bespoke Funds invest, will be selected by StepStone in light of the Advisory Clients’ objectives and restrictions. StepStone and its affiliates, including those financial industry affiliates discussed in Item 10, maintain an extensive and proprietary database called StepStone Private Markets Intelligence ("SPI™"). SPI™ filters opportunities coming to market and tracks ongoing performance. SPI™ has over 19,000 general partners across 48,000 funds and 127,000 portfolio companies. With its advanced search and query tools, SPI™ can sort by geography, sector, sub-sector, industry, fund size (local currency and USD), GICS, and numerous permutations of various classification criteria. The database includes funds as far back as vintage year 1969 and monitors 5,400 active general partner investors. The data is accumulated from several sources, including information gathered during due diligence by StepStone’s research professionals for approximately 600 funds a year. The information in SPI™ is available for purchase and is currently utilized by third parties, clients and investors. StepStone may waive fees for SPI™ access at its discretion. StepStone maintains data-access protocols to ensure that SPI™ information is provided to clients and third parties on a non-preferential basis. Additional information regarding conflicts of interest associated with SPI™ is described in Item 8 and policies related to information barriers are described in Item 11. StepStone tailors its advisory services to the investment objectives and restrictions of each Client pursuant to the investment guidelines and restrictions set forth in the respective confidential private placement memorandum, limited partnership or limited liability company agreement, investment advisory contract and other governing documents (collectively, “Governing Documents”) as well as information learned through ongoing discussions with each Client. Investors and prospective investors of each Fund Client should refer to the Governing Documents of the applicable Fund Client for complete information regarding investment objectives and restrictions. There is no assurance that the investment objectives of any Client will be achieved.

In certain instances, the management fee will be based on funded capital rather than committed capital during the investment period and the management fee after the investment period will be charged on the fair market value of the investments, aggregate exposure or based on committed capital, albeit at a lower percentage than that charged during the investment period when the management fee is based on committed. Management fees are generally payable quarterly in advance and are debited by StepStone. Any partial period will generally be prorated for the number of days of service provided. 1 In addition, in certain instances, Clients will pay a StepStone affiliate performancebased compensation (i.e., a carried interest or performance fee) based on the performance of the vehicle or program after exceeding a specified rate of return as outlined in Item 6 of this Brochure. The amounts of the fees will be stated in each investment advisory agreement or other applicable Governing Documents. Bespoke Funds are also generally responsible for paying organizational expenses, auditing expenses, third party administrator expenses, legal expenses and other expenses attributable to the Bespoke Fund. To the extent a Bespoke Fund is invested in underlying, third-party private markets funds (whether as a primary fund commitment or through a secondary investment), such underlying funds will impose their own fees, and an investor in such Bespoke Fund will pay, if not waived by StepStone in its sole discretion, two levels of management fees and expenses. Termination Policy The procedures and conditions under which StepStone or a Bespoke Fund can terminate an investment management agreement are described in such agreement. Generally, a Client will be able to terminate its investment management agreement with StepStone for cause and, in certain limited instances, without cause, upon written notice given within certain specified time periods. Additional termination rights are included in and subject to the applicable Governing Documents. In such a case, the fees will be adjusted pro rata based on the number of days of service provided, unless otherwise agreed by the Client in writing. In certain instances, a termination fee will be payable. Interests in Bespoke Funds generally will not be transferable without obtaining the prior consent of the general partner or managing member of the vehicle. The investment time horizon for a Bespoke Fund is generally 10 to 12 years, although certain vehicles can have a longer or shorter time horizon (see Item 8 regarding additional information related to fund time frames). In most cases, StepStone does not control the ability to liquidate assets of the underlying investments. Discretionary and Non-Discretionary Advisory Services StepStone will generally charge Advisory Clients an all-inclusive flat fee. Some agreements provide for

For the avoidance of doubt, any reference to “number of days” in this Item or others will be consistent with the language of the Governing Documents for the relevant Client(s).

additional payments to StepStone to the extent that agreed-upon targets for certain work product are exceeded and for special projects. In certain instances, the advisory fee will be based on capital committed or funded by the Advisory Client to investments, the fair market value of the investments or aggregate exposure. All fees are negotiated on a Client-by-Client basis and are generally payable quarterly in advance. Any partial period fees will generally be prorated for the number of days of service provided. Clients are invoiced for fees. Termination Policy Advisory Clients will generally be able to terminate the contractual relationship upon written notice given within certain specified time periods. In such a case, the fees will generally be adjusted pro rata for the number of days of service provided, unless otherwise agreed by the Advisory Client in writing. In certain instances, a termination fee will be payable. Private Markets Monitoring and Reporting Services; SPI Research Services StepStone generally charges, Clients a flat fee for research services via SPI™ Research. StepStone also charges a per fund fee for monitoring and reporting services via SPI™ Reporting. All fees are negotiated on a Client-by-Client basis and are generally payable quarterly in advance. Some agreements provide for additional payments for special projects and to the extent that agreed-upon targets for certain work product are exceeded. Any partial period will be prorated for the number of days of service provided. Clients are invoiced for fees. StepStone may include SPI™ Research and SPI™ Reporting services under the all-inclusive flat fee for Advisory Clients and may in certain other cases waive the charge for via SPI™ Research or SPI™ Reporting. Termination Policy Monitoring and reporting Clients will generally be able to terminate the contractual relationship upon written notice given within certain specified time periods. In such a case, the fees will generally be adjusted pro rata for the number of days of service provided, unless otherwise agreed by the client in writing. In certain instances, a termination fee will be payable. Commingled or Pooled Investment Funds Each Secondary Fund, Fund of Private Markets Funds and Feeder Fund will generally pay StepStone a management fee quarterly, at a negotiated annual rate based on the aggregate capital commitments of the fund’s investors during the investment period and thereafter on invested capital. In certain instances, the management fee will be based on funded capital, rather than committed capital, during the investment period, and after the investment period the management fee will be charged on the fair market value of the investments, aggregate exposure, or based on committed capital albeit at a lower percentage than that charged during the investment period when the management fee is based on committed capital. Management fees are generally payable quarterly in advance or, in certain instances, quarterly in arrears, in each case debited by StepStone. Any partial period will generally be adjusted pro rata for the number of days of service provided. In addition to the management fee, in certain instances a fund, Secondary Fund or Fund of Private Markets Fund will pay a StepStone affiliate performance-based compensation (i.e., carried interest or performance fee) based on the return of the fund and its investments, often after exceeding a specified rate of return to the investors as outlined in Item 6 of this Brochure. The amount of the fees for a particular fund will be set forth in its respective Governing Documents. StepStone has the power to direct the payment of fees by each fund, Secondary Fund, Fund of Private Markets Funds and Feeder Fund to StepStone or its affiliates pursuant to the terms set forth in

the relevant Governing Documents. Each fund, Secondary Fund, Fund of Private Markets Funds and Feeder Fund is also responsible for paying organizational expenses, auditing expenses, third party administrator expenses, legal expenses and other expenses attributable to such vehicle. By investing in a Secondary Fund, Feeder Fund or Fund of Private Markets Funds, investors receive professional management of a portfolio consisting of one or more private markets funds (whether as a primary fund commitment or through a secondary investment). Such underlying private markets funds will impose their own fees and expenses and an investor in a Secondary Fund, Feeder Fund or Fund of Private Markets Funds will pay two levels of fees and expenses. Termination Policy The procedures and conditions under which StepStone or a fund, Secondary Fund, Feeder Fund or Fund of Private Markets Funds can terminate an investment management agreement are described in the relevant agreement. Generally, a fund, Secondary Fund, Feeder Fund or Fund of Private Markets Funds will be able to terminate its investment management agreement with StepStone for cause and, in certain instances, without cause upon the affirmative vote of a supermajority of the applicable fund’s investors. Additional termination rights are included in and subject to the applicable Governing Documents. In such a case, the fees will be adjusted pro rata for the number of days of service provided. Interests in a fund, Secondary Fund, Feeder Fund and a Fund of Private Markets Funds generally will not be transferable without obtaining the prior consent of the general partner or managing member of the applicable fund. The investment time horizon for a fund, Secondary Fund, Feeder Fund or a Fund of Private Markets Funds is generally 10 to 12 years, although certain funds can have a longer or shorter time horizon (see Item 8 regarding additional information related to fund time frames). In most cases, StepStone does not control the ability to liquidate assets of the underlying investments. RIC Advisory Clients With respect to the RIC Advisory Clients, each RIC Advisory Client’s Prospectus sets forth the applicable fees and expenses. StepStone charges certain RIC Advisory Clients performance-based fees. Specifically, certain of the Clients are charged a 15% incentive fee accrued monthly and paid annually. Other Fees and Expenses In certain instances, investors in a Fund Client will incur other fees, costs and expenses, depending on the nature of the investment vehicle. For example, operating and other expenses can be assessed either at the Fund Client, underlying fund or portfolio company level and include, but are not limited to, structuring, topping, breakup, monitoring, directors’, organizational, set-up, closing, commitment, advisory, consulting, underwriting, investment banking, broker, and syndication expenses in connection with the purchase, monitoring or disposition of underlying investments. In certain instances, expenses will also be incurred to compensate third party service providers such as administrators, attorneys, auditors, accountants and custodians which include brokerage fees, commissions and related costs; prime brokerage costs; interest expenses; taxes, duties and other governmental charges; legal and accounting expenses; transfer and registration fees or similar expenses; costs associated with foreign exchange transactions; other portfolio expenses; and costs, expenses and fees associated with products or services that are necessary or incidental to such investments and the operation and administration of the funds. Payment for such expenses by the Fund Clients is debited by StepStone. The applicable Governing Documents for Fund Clients provide for investors in each Fund Client to typically bear their pro rata share of such fees, costs and expenses incurred in the operation and administration of each respective Fund

Client. These fees, costs and expenses are described in the applicable Governing Documents for each Fund Client. These fees will include such Fund Client’s applicable portion of any investment company professional, management liability insurance and other insurance premiums (including the costs of errors and omissions/trustees’ and directors’ and officers’ liability insurance and a fidelity bond) and its allocable portion of an amount set forth in the applicable Governing Documents of each Fund Client for in-house legal, tax and accounting services performed by employees of StepStone or its affiliates. In addition, StepStone provides Fund Clients access to its Luxembourg permanent establishment platform (the “Lux Platform”) for purposes of making certain European investments. The Lux Platform is used jointly by Fund Clients, their predecessor funds and other StepStone Clients in connection with their European investment activities. The Lux Platform was established for use across StepStone, and each European investment made by a Fund Client is expected to be made through the Lux Platform. As an investor through the Lux Platform, a Fund Client will bear (a) the entirety of any investment-specific expenses incurred in using the Lux Platform and (b) a share of all fees, costs and expenses incurred in connection with maintaining the Lux Platform (including general overhead expenses, office space, salaries and benefits of all dedicated personnel of the Lux Platform, and travel and accommodation expenses not specifically related to a particular investment). StepStone intends to allocate shared Lux Platform expenses (i.e., expenses of the Lux Platform that are not investment-specific expenses incurred by a Client in using the Lux Platform) on a basis that StepStone determines to be fair and reasonable among a Fund Client and other participating Clients in proportion to their net invested capital in the Lux Platform (i.e., capital invested through the Lux Platform net of returned capital on realized investments) at the time such costs are incurred. StepStone or its affiliates will bear certain of the Lux Platform expenses through cost reimbursement to the Lux Platform for services provided to StepStone or its affiliates if StepStone or its affiliates use the services of the Lux Platform for their own benefit unrelated to a Fund Client or other Clients. The applicable Fund Client’s general partner may cause the Fund Client to make payments or reimbursements to the Lux Platform and/or other Clients to give effect to the Fund Client’s cost sharing in accordance with the foregoing. The applicable Governing Documents for Fund Clients contain provisions that allow the Fund Clients to borrow money for investment and other purposes. Such borrowings, have in the past, and may in the future, be made prior to capital being called from the applicable Fund Client’s investors. Such borrowings can accelerate the date upon which the fund Client’s preferred return will be achieved for purposes of determining when StepStone is entitled to begin receiving carried interest distributions from the Fund Client. Interest payments and other fees and expenses incurred in respect of such borrowings are partnership expenses and such expenses will decrease a Fund Client’s net returns over time. Additionally, Governing Documents for certain Fund Clients contain provisions that allow fees, costs and expenses relating to unconsummated transactions (“Broken Deal Expenses”) to be allocated to such Fund Clients, including amounts that would otherwise have been borne directly or indirectly by potential co-investors had such transactions consummated. Such co-investors include those with whom StepStone has pre-existing relationships, as well as co-investors that have participated in other completed transactions. By generally bearing the Broken Deal Expenses, such Fund Clients provide a potential benefit to other co-investors in these investments. Investors and prospective investors are urged to carefully review the Governing Documents for their investment advisory relationship with StepStone or investment in a Fund Client for a complete understanding of the fees and expenses that can be charged to the investor.

Performance-based compensation will also be paid to StepStone in accordance with certain contracts with Advisory Clients. Side-by-Side Management StepStone, or its affiliates, may charge a performance-based fee to Clients which have overlapping investment objectives with StepStone Clients in which an unaffiliated special limited partner will receive the performance-based fee, as well as other StepStone Clients which are charged a flat fee (i.e. Advisory Clients). In certain instances, StepStone employees will receive a portion of such carried interest payable to such unaffiliated special limited partner. The use of performance-based fees creates various incentives that represent conflicts of interest. For example, performance-based compensation creates an incentive for StepStone to advise Clients with such arrangements to make investments which would be riskier or more speculative than StepStone might advise under a different compensation arrangement. In addition, performance-based compensation creates an incentive for StepStone to allocate what are anticipated to be more profitable investments to Clients (or unaffiliated special limited partners in which StepStone employees have an interest) with such arrangements. To address these conflicts, StepStone has implemented policies and procedures to mitigate the risk that a Client is not treated equitably over time.

StepStone also provides services on a limited basis solely to evaluate a particular private market’s opportunity without regard to fit with the Client’s objectives in those instances in which the Client has expressly assumed the responsibility to determine fit of the investment opportunity with its objectives. Within each of these broad areas, an extensive list of issues, questions and metrics are used designed to assist StepStone in deciding whether to invest in a particular fund. In certain instances, interviews with other investors and lenders and verification from independent professionals will also be undertaken. StepStone’s investment process utilizes extensive proprietary research to identify the segments of the private markets that StepStone projects will outperform over the next fund cycle (4 – 6 years). StepStone’s portfolios are developed off this foundation of research. For instance, StepStone emphasizes geographies and investment strategies that it determines are positioned to outperform. Furthermore, StepStone’s analysis of private markets managers incorporates its projected view to capitalize on the anticipated markets and economic conditions over the next fund cycle (e.g., operations-focused managers, investments driven by financial engineering, industry focused strategies, value or growth-oriented investors, etc.). StepStone utilizes its research to allocate to specific strategies and geographies within an overall framework of a diversified portfolio. The goal is to construct a portfolio expected to generate returns in excess of index-based returns and avoid the return dilution of over-diversification. This allocation strategy driven by manager and investment selection provides the framework for StepStone’s selection of specific Fund Clients’ investments, secondary purchases and co-investments. In the evaluation of Direct Investment opportunities, StepStone believes that its investment and decision processes are key to generating attractive returns. StepStone reviews a number of factors before making an investment decision which includes: historical financial information and projected results; industry information and the company’s position; business strategy and potential for growth; the capitalization of the company and impact of leverage; analysis of third party business consulting, legal and accounting firms; comparable company valuations; the ability to exit the investment within a reasonable time frame; and previous transactions of similar companies. StepStone will also evaluate the private markets manager leading the transaction to determine whether the firm believes the manager is capable of creating value for the investment through expertise in the industry or the appropriate personnel. StepStone’s analysis of secondary investments incorporates the analysis of private markets funds referenced above as well as the review of the managers of those private markets funds. For secondary transactions, because the private markets funds are often partially or largely invested, StepStone conducts a review of the underlying investments to project an expected return. StepStone also evaluates the ability of the manager to invest any remaining capital commitment at appropriate returns. StepStone also believes that the ability to negotiate and execute a transaction at an appropriate pricing level is key to

securing a desired return. With respect to certain funds, Funds of Private Markets Funds and Feeder Funds to which StepStone is the investment adviser and of which affiliates of Citigroup Inc. were the original sponsors, Lexington Alternative Investments LLC (“Lexington”) is a non-discretionary sub-advisor with respect to such funds. Lexington-affiliated funds are invested in such funds as well. Lexington does not have the authority to bind (or act as agent of) StepStone or any of the funds. Risks StepStone’s investment strategies involve a high level of risk, including, among others, the risk of loss of part or all of the capital invested. These investment strategies are often deemed to be speculative. Such investment strategies are not intended to be utilized as complete investment programs. They are designed for sophisticated investors who fully understand and are capable of bearing the risk of such investments. No guarantee or representation can be made that any investment or Client will achieve its investment objective or that investors will receive a return of their capital. All investing involves a risk of loss and the investment strategies pursued by StepStone could lose money over short or even long periods of time. Investment risks include, but are not limited to, the below. With respect to certain of the Fund Clients sponsored by StepStone, a more comprehensive list of risks is included in such Fund Client’s Governing Documents. Risks Associated with Investments. Identifying attractive investment opportunities and the right underlying fund managers is difficult and involves a high degree of uncertainty. There is no assurance that the investments will be profitable or that a Client will be able to fully invest its committed capital, and there is a substantial risk that the Client’s losses and expenses will exceed its income and gains. Hedging. A Client may, but is not obligated to, utilize derivatives contracts and hedging strategies in order to hedge market or other risks inherent in a fund’s portfolio positions. A Client may choose not to, or may determine that it is economically unattractive to, hedge certain risks – whether in respect of particular positions or in respect of its overall portfolio. While these transactions may attempt to reduce certain risks, including adverse movements in interest rates and currency exchange rates, these transactions themselves entail other risks and involve costs. Derivatives contracts and hedging strategies have their own costs and carry their own special risks, including the risk of possible default by the counterparty to the transaction and/or the illiquidity of the instrument acquired by a Client. Even if a Client is successful in reducing or controlling risk through hedging, the cost of hedging may have the effect of reducing returns. In addition, unanticipated changes in securities or currency prices or other rates may result in a poorer overall performance for a party than if it had not entered into any hedging transactions. In the event of an imperfect correlation between a position in a hedging strategy and a portfolio position that it is intended to protect, the desired protection may not be obtained, and a Client may be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against any particular risk. Moreover, hedging strategies may not be available or may not be available at a reasonable cost to a Client. The success of a Client’s hedging strategy will depend, in part, on the Adviser’s ability to assess correctly the degree of correlation between the performance of the hedging strategies used and the performance of the portfolio investments being hedged. Since the characteristics of many investments change as markets change or time passes, the success of a Client’s hedging strategy will also be subject to the applicable investment adviser’s or general partner’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, although such hedging strategies may hedge economic risks, they may not be effective hedges for tax purposes. For example, the tax character of the gain or loss

on the hedging strategy may differ from the character of the loss or gain on the investment, or the timing of gain or loss for tax purposes may be different between the hedging strategy and the investment. Thus, while a Client may benefit from the use of hedging strategies, hedging transactions may also result in a poorer overall performance than if a Client had not entered into such hedging transactions. Global Economic Conditions; Market Dislocation. General economic conditions could affect a Client’s activities. Interest rates, general levels of economic activity, fluctuations in the market prices of securities and participation by other investors in the financial markets could affect the value of investments made by such Client. Instability in the securities markets could increase the risks inherent in portfolio investments made by a Client. In addition, to the extent that such marketplace events continue or worsen, this could have an adverse impact on the availability of credit to businesses generally could lead to an overall weakening of the U.S. and global economies. Any resulting economic downturn could adversely affect the financial resources of a Client’s portfolio companies and their ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, a Client could lose both invested capital in and anticipated profits from such portfolio companies. In addition, current economic conditions could materially and adversely affect (i) the ability or willingness of certain counterparties to do business with a Client or its affiliates; (ii) a Client’s exposure to the credit risk of others in its dealings with various counterparties (for example, in connection with joint ventures or the maintenance with financial institutions of reserves in cash or cash equivalents); (iii) demand for the products and services offered by a Client’s portfolio companies; (iv) growth opportunities for a Client’s investments; (v) a Client’s ability to exit its investments at desired times, on favorable terms or at all; (vi) availability of reliable insurance on favorable terms or at all; and (vii) the ability of a Fund Client’s investors to meet their obligations to a Fund Client in a timely manner or at all. Inflation. Certain countries have experienced and could in the future experience substantial, and in some periods, extremely high, rates of inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets (both public and private) of certain countries in which a Client may invest. Inflation rates may continue to increase in the future, and government measures to control inflation, adopted presently or in the future, remain uncertain. Measures taken by the governments to control inflation potentially include maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and hindering economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have contributed materially to economic uncertainty in many countries. Inflation could significantly increase a Client’s costs of operations, adversely impact the availability of suitable investments or the performance thereof, and otherwise impact a Client’s financial condition. There can be no assurance that high rates of inflation will not have a material adverse effect on investments. Depending on the inflation assumptions relating to anticipated cash flows from an investment, as well as the manner in which the asset revenue is determined with respect to such investment, returns from an investment may vary from those projected by StepStone or a Fund Client’s general partner as a result of changes in the rate of inflation and any corresponding changes in the price of commodities. Tariffs. Changes in tariffs, trade policies and international trade agreements may impact business operations, supply chains and market opportunities of the Client’s investments. Investments that rely on international clients, contractors, source materials or products from outside the United States could experience increased operational costs, limited market expansion or disruption in service delivery. Given the uncertainty surrounding international trade policies, industry participants may face increased

compliance costs, reduced competitiveness in foreign markets and potential revenue volatility due to shifting regulations. These risks could potentially impact Client investment outcomes. Banking System Volatility. U.S. and global markets have experienced volatility which could be harmful to the Clients and issuers in which they invest. For example, if a bank in which a Client or issuer has an account fails, any cash or other assets in bank accounts may be temporarily inaccessible or permanently lost by the Client or issuer. If a bank that provides a subscription line credit facility, asset-based facility, other credit facility and/or other services to an issuer fails, the issuer could be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending institutions with similar terms. Even if banks used by issuers in which the Clients invest remain solvent, continued volatility in the banking sector could cause or intensify an economic recession, increase the costs of banking services or result in the issuers being unable to obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector are evolving, and the scope of any potential impacts to the Clients and issuers, both from market conditions and also potential legislative or regulatory responses, are uncertain at this time. Continued market volatility and uncertainty and/or a downturn in market and economic and financial conditions as a result of developments in the banking industry or otherwise (including as a result of delayed access to cash or credit facilities), could have an adverse impact on the Clients and issuers in which they invest. StepStone, the Clients, and their investments maintain substantially all of their respective cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and their respective deposits at certain of these institutions could exceed the insured limits, where applicable. Furthermore, many of the foregoing’s respective cash and cash equivalents could be held by a single financial institution or a few institutions. If StepStone, the Fund Clients and their investments have credit facilities and deposit accounts provided by the same financial institution, and such institution fails, a Fund Client could have to make more frequent capital calls to investors and StepStone, the fund Clients and their investments could face significant difficulties in funding any near-term obligations they have. Additionally, a fund Client’s general partner potentially would not have a meaningful (or any) role in selecting the financial institutions used by Fund Client’s investments and must rely on underlying sponsors or portfolio company management to select banking services. Likewise, the investors use various financial institutions. If an institution used by an investor fails, such investor could be unable to satisfy capital calls made by a Fund Client. This could lead to a Fund Client utilizing shortfall funding solutions as available to a Fund Client and as permitted by a Fund Client’s Governing Documents. Any inability to access, or delay in accessing, these funds (including the inability of an investor to fund its capital commitments) could adversely affect the business and financial position of StepStone, the Fund Clients and their investments. Regulatory Scrutiny of Private Fund Advisers. The regulatory environment for private funds and other financial entities is evolving. Changes in law or regulations could adversely affect the value of instruments held (directly or indirectly) by a Fund Client, could affect the ability of such Fund Client to pursue its investment strategies, or could restrict or prevent StepStone from continuing to perform services for a Fund Client in the manner currently contemplated. The SEC has recently increased its scrutiny of the private fund industry, including conducting several examinations and bringing several enforcement actions against private fund managers. The SEC also recently proposed a number of new rules and regulations that, if finalized, will affect StepStone and its operations. The effect of any regulatory changes or regulatory scrutiny of StepStone, any Fund Client, or any investor, could be substantial and could adversely affect the Fund Clients, their investments, or StepStone, or result in material amendments to the terms of the Fund Clients’ Governing Documents. StepStone as a global entity is also subject to regulations in jurisdictions which increases the friction of making investments. Such friction may make it more difficult for StepStone to compete for or complete transactions.

The regulatory landscape continues to evolve, and clients and investors should consult the most recent fund-level Governing Documents for any adjustments to terms, disclosures, or operational practices resulting from new or proposed regulations. Data Privacy Risk. The General Data Protection Regulation (“GDPR”) governs the processing of personal data and is directly applicable in all European Economic Area (“EEA”) member states. The GDPR has been imposed into United Kingdom (“UK”) law as the UK General Data Protection Regulation (“UK GDPR”) and sits alongside the UK Data Protection Act 2019 (together the “UK DP Laws”). To the extent that StepStone actively offers investment opportunities to, or monitors the behavior of, natural persons located in the EEA and the UK, StepStone will be: (i) deemed a “controller”; (ii) required to comply with GDPR, UK DP Laws and any applicable local derogations; and (iii) subject to certain rules with respect to cross-border transfers of personal data from the EEA and the UK. In addition, other jurisdictions have also begun and continue to pass data protection laws, including but not limited to, the California Consumer Privacy Act (CCPA) and the Cayman Islands Data Protection Law (DPL). In relation to any alleged non-compliance of a data protection law, StepStone could therefore incur additional costs, become subject to regulatory investigations or fines, face civil claims (including representative actions and class action type litigation) and experience serious reputational damage – all of which could affect how StepStone conducts its business, reducing capital and time that can be deployed for making investments. Impact of Economic Sanctions. Economic sanction laws in the United States and other jurisdictions prohibit StepStone and its investment vehicles from transacting with or in certain countries and with certain individuals and companies. In the event that an investor or a beneficial owner, controller or authorized person of such investor, is or becomes (i) named on any list of sanctioned entities or individuals maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or pursuant to European Union (“EU”) or UK regulations (as the latter are extended to the Cayman Islands by statutory instrument), (ii) operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, OFAC, the EU and/or the UK apply, or (iii) otherwise subject to sanctions imposed by the United Nations, OFAC, the EU, the UK, or another jurisdiction in which StepStone now, or in the future, invests or maintains operations, it is possible that StepStone will be required, immediately and without notice to such investor, to freeze such investor’s interest in any StepStone vehicle and cease any further dealings with such investor until the investor ceases to be subject to such sanctions. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions can restrict StepStone’s investment activities. Conflict in Ukraine. In response to Russia’s invasion of Ukraine in February 2022, the United States and other national governments imposed economic sanctions on certain Russian individuals, including Russian government officials and other government-linked individuals, and Russian corporate entities and financial institutions. In addition to the humanitarian and political crises unfolding, the ongoing conflict could continue to negatively impact public and private markets. The extent of such impact, and the volatile geopolitical factors involved, is difficult to predict, but could be significant and have a severe adverse effect on economic sectors in which a StepStone client invests. Natural Disaster and Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena, generally, as well as widespread disease, including pandemics and epidemics, have been, and can be, highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of StepStone’s

Client’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the United States. These disruptions could prevent StepStone from executing advantageous investment decisions in a timely manner and negatively impact its ability to achieve its investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of investments with StepStone. Responsible Investment (“RI”) Considerations. As described in our firmwide Responsible Investment Policy, StepStone integrates financially material RI considerations as it endeavors to address all material risks and commercial considerations during due diligence. StepStone focuses on delivering portfolio value protection, risk mitigation, and value enhancement; where each Clients’ portfolio is aligned to the Client’s investment objectives. As part of this objective, StepStone does not automatically exclude any sector or limit its investments to those that meet specific RI-related metrics, except where an account is explicitly designated as such or where a Client has affirmatively placed such restrictions on its portfolio. StepStone works to implement Client objectives and requirements in part by working to ensure that our due diligence is as rigorous as possible to deliver competitive risk-adjusted commercial outcomes for our Clients. While StepStone strives to implement RI practices where applicable, there can be no assurance that StepStone will be able to identify all RI issues or will be able to successfully implement its RI policies. The use of RI metrics in the investment process could be subjective and are not subject to uniform standards, and, as such there is no guarantee that StepStone will be able to accurately assess and measure the RI risks and RI compliance of its investments and potential investments. RI-based exclusionary criteria could result in a Client foregoing opportunities to make certain investments when it might otherwise be advantageous to do so, and/or selling certain investments due to their RI characteristics when it might be disadvantageous to do so. Additionally, it should not be assumed that any RI practices or standards will apply to every investment in which a Client invests or that they have applied to all of the Clients’ prior investments. Where applicable, RI is only one of many considerations that StepStone takes into account when making investment decisions, and other considerations can be expected in certain circumstances to outweigh RI considerations. Any RI information provided is intended solely to provide an indication of RI initiatives and standards that StepStone applies when seeking to evaluate and/or improve the RI characteristics of an investment as part of the larger goal of maximizing financial returns on investments. Accordingly, certain investments could exhibit characteristics that are inconsistent with the practices or standards described herein. While our RI approach is applicable globally across StepStone’s activities, its implementation is tailored to each Client, asset class and investment strategy. StepStone also recognizes business norms and standards may change over time and differ across jurisdictions, cultures and company stages, so implementation may differ as appropriate to each investment’s context. StepStone will, in certain instances, forgo opportunities to participate in investments for its Clients as a result of RI considerations, where applicable and relevant to each Client’s stated investment strategy and RI preferences. There is no guarantee that an opportunity which StepStone evaluates will have a positive impact, or avoid a negative impact, on RIrelated factors. In addition, given the subjective nature of many RI factors, and differing investor and market views on RI factors, there is no guarantee that the RI criteria utilized or RI processes enacted on behalf of our Clients will reflect the views or preferences of any particular investor or be aligned with market trends. In conjunction with changing and variable client preferences and market trends, various regulatory and

governmental bodies have taken interest in responsible investment matters. These include efforts in the EU, such as Regulation 2019/2088 and associated delegated acts (collectively referred to as “SFDR”), as well as various so-called “anti-ESG” efforts enacted by various U.S. jurisdictions. In all cases, regardless of the RI-related preferences of any regulator or governmental body, changes to existing RI-related regulation, policy, law, or similar may result in increased compliance costs for our Clients and underlying investments. In addition, there is no guarantee that our current RI processes, nor any Client’s underlying investments, will be aligned with future RI-related frameworks, regulations, policies, laws, or similar. Long Duration of Investment. The time horizon of private markets investments is often 10 to 12 years or more. Restrictions on Transfer and Withdrawal; Illiquidity of Interests. Interests in Fund Clients are highly illiquid and should only be acquired by an investor who is able to commit its funds for a significant period of time and to bear the risk inherent in such investment, with no certainty of return. Risk Associated with Portfolio Companies. The environment in which a Client directly or indirectly invests will sometimes involve a high degree of business and financial risk. SMA RIC Liquidity Accounts. StepStone may provide for investments in our evergreen fund products, including registered investment companies sub-advised by StepStone, as part of our Advisory Client accounts to provide immediate private market exposure while capital awaits deployment into designated private funds. In such cases, the Client will bear its pro rata share of the management fee and other fees of the evergreen fund, which are in addition to the advisory fee paid to us. These products are subject to periodic redemption caps, which could restrict the amount of capital that can be redeemed in any given quarter, and there can be no assurance that redemptions will be sufficient to meet a client’s capital obligations to third-party funds. A conflict of interest could arise because StepStone could possess information regarding aggregate redemption demand for such products that could influence the timing or sizing of redemption requests. To address these conflicts, StepStone has adopted policies and procedures that include the submission of redemption requests in advance of applicable redemption notice deadlines, centralized Compliance oversight and documentation, and controls designed to prevent the use of aggregate redemption data in connection with the submission of Client redemption requests. Clients should refer to the applicable fund prospectus for a full discussion of share repurchase limitations. Limited or No Control over Portfolio Companies. StepStone generally will not seek control over the management of the portfolio companies in which a Client directly or indirectly invests, and the success of each investment generally will depend on the ability and success of the management of the portfolio company. Competition for Access to Funds and other Investments. StepStone seeks to maintain excellent relationships with the general partners and managers of funds in which it has previously made investments and the sponsors of investments that might provide the opportunity for future fund investments, co-investments and recapitalization transactions. However, because of the number of investors seeking to gain access to underlying funds and related investment opportunities managed or sponsored by the top performing managers, there can be no assurance that StepStone will be able to secure the opportunity to invest on behalf of its Clients in all of the investments it selects, or that the size of the investments available to StepStone and its Clients will be as large as it would desire. Access to opportunities to make secondary investments is also highly competitive and is often controlled by a

limited number of general partners and intermediaries. Further StepStone’s desire to maintain relationships with managers of funds in which it advises its Clients to invest represents a conflict of interest with regards to StepStone’s obligation to provide advice to its Clients. Allocation of Investment Opportunities. In certain instances, certain Clients with investment objectives similar to those of other Clients will be in competition with such Client for limited investment opportunities, including Clients which are affiliates of StepStone. StepStone has differing fee arrangements with its Clients or may otherwise benefit from relations with certain Clients which creates a conflict of interest for StepStone with regard to the allocation of these opportunities. Investment opportunities will be allocated by StepStone among its Clients on a fair and equitable basis, over time, as determined in good faith by StepStone, in consideration of those factors it deems relevant, as described in its allocation policy. In certain circumstances, StepStone may determine to alter certain investment allocations to take into account the structure of certain transactions or legal, tax, regulatory or other similar considerations (including applicable investment limitations, availability of capital, applicable contractual obligations, the specific nature and type of the investment, portfolio diversification concerns, the anticipated tax treatment of the investment), as determined by the applicable Client’s investment adviser or general partner in its discretion, which may result in a Client not investing in a particular investment. Moreover, based on such considerations, a Client may invest in different proportions in particular co-investments, may structure its investment in particular co-investments in a manner that differs from the investment structure used by other such Clients or may exit co-investments at different times, on different terms or in different proportions than other such Clients As a result, the returns of a Client may differ materially. Such differentiation (particularly in the structuring and timing of investments) can lead to conflicts of interest. Conflicts could arise in setting the investment allocation where the differing returns among the vehicles could affect the aggregate amount of carried interest that would be earned by StepStone. Further, there is an inherent conflict in determining whether a Client should not participate in a particular investment because of the possibility that the investment will incur a significant tax burden, where such tax burden is not borne by StepStone in calculating the amount of the carried interest. After Clients receive their fair and equitable allocation as determined by StepStone’s allocation policy, employees and partners are eligible to invest alongside Clients. In the case of a StepStone employee or partner who wishes to participate in an investment that has been allocated to Clients, such employee or partner must adhere to all reporting and preclearance requirements as enumerated in StepStone’s Code of Ethics. Allocation of Co-Investment Opportunities. With respect to particular investments, StepStone or its affiliates, in their discretion, will offer opportunities to co-invest alongside one or more Clients or investments to co-investors (including employees and partners of StepStone). Such co-investments have in the past, and may in the future, be structured through special purpose vehicles organized to facilitate such investments or for legal, tax, regulatory or other purposes. StepStone and its affiliates allocate coinvestment opportunities among co-investors in any manner they deem appropriate, taking into account those factors that they deem relevant under the circumstances, including, but not limited to: (i) the strategic value of a prospective co-investor to the underlying investment opportunity; (ii) how quickly a prospective co-investor is able to conduct its own due diligence and provide a commitment with respect to an investment opportunity; (iii) whether the prospective co-investor has the financial and other resources to make the investment; (iv) whether the prospective co-investor has indicated a desire to make investments of the type offered by the investment opportunity; (v) whether the prospective co-investor

will represent a good syndicate partner in connection with the Clients’ investment; (vi) any requirements or restrictions relating to co-investment opportunities in the Clients’ governing documents or “side letters” (as further discussed below) with investors in any Client; and (vii) any other factor determined by the relevant investment team, and from time to time, in consultation with the CCO, to be relevant to the relationship of a particular investment opportunity to a given prospective co-investor. In any event, no one other than a Client should have any expectation of receiving an investment opportunity or will be owed any duty or obligation in connection therewith, and Clients (and their respective investors) should only have such expectations to the extent required by their Governing Documents (including, if applicable, their side letters). Additional allocation provisions with respect to co-investments alongside Clients, if any, may be found in the Governing Documents of such Clients. StepStone May Advise Clients on Investments in Continuation Vehicles. A StepStone Client may, from time to time, hold an interest in an investment fund that is subject to a continuation or restructuring vehicle. In such instances, StepStone may elect to “roll” such Client’s interest in such investment fund and participate in the applicable continuation or restructuring vehicle or sell the Client’s interest in connection with such transaction, and for any such restructuring, any other Client may be an investor in any such continuation or restructuring vehicle. In addition, StepStone may cause a Client, from time to time, to elect to participate as an investor in a restructuring or continuation vehicle when another Client may be divesting its interest in the same underlying investment as part of the same or related transaction. In all situations, StepStone will determine in its sole discretion whether to participate, roll or sell the Client’s interest in connection with such transaction based on the facts and circumstances that it determines to be appropriate for the Client at such time, regardless of whether the other Client is participating in such transaction. Clients May Buy Investments from LPs. StepStone may elect to invest Client assets in a pooled investment vehicle that is formed and advised by a General Partner that is also a Limited Partner in another StepStone Client(s). Such a situation may create a conflict of interest between StepStone, the Client(s) and the Limited Partner that also serves as General Partner to the pooled investment vehicle that the Client(s) is invested in. Specifically, StepStone must take precautions around the flow of information to this Limited Partner, and avoid the appearance of impropriety with the charging of fees and any other agreements or concessions granted by virtue of this relationship. Investing in both Equity and Debt on Behalf of Clients. Where multiple Clients invest in the same, different, or overlapping levels of an underlying asset’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment, particularly where certain Clients invest in different securities in a single underlying asset. Questions may arise as to whether payment obligations and covenants should be enforced, modified, or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, are expected to raise conflicts of interest, particularly with respect to Clients that have invested in different securities within the same underlying asset. If the underlying asset should seek additional capital from the Firm, the Firm, in its sole discretion, will decide whether, and from which Client(s), to provide such capital. Because of the different legal rights associated with debt and equity of the same underlying asset, the Firm expects to face a conflict of interest with respect to the advice it gives to, and the actions it takes on behalf of, one Client versus another (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). The Firm’s Clients often invest in the same assets and, as such, the Firm expects to be subject to conflicts of interest, for example between a Client with a reimbursement obligation and a Client

seeking reimbursement. In certain circumstances Clients are expected to be prohibited from exercising (or the Firm may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant conflicts, notwithstanding the fact that the investment(s) of one Client or the other may be subject to creditor claims regarding subordination of interests. The Firm intends to mitigate any potential conflicts by structuring investments in a manner that each Client will bear its proportionate share of the investment, subject to each Client’s Governing Documents and acting at all times consistent with the fiduciary duty the Firm owes to the Clients. In addition, certain of the Clients’ investments are expected to be made in the same underlying assets or issuers as other Clients. These and other situations will involve conflicts of interest. Although the Firm’s policy is to transact in assets on behalf of its Clients at their fair market value, investments by a Client in an entity in which another Client has a pre-existing investment could be viewed, especially in hindsight, to have been made based on a non-arms-length valuation. Similarly, Clients are permitted to invest later in entities in which another Client has invested, which would, under the circumstances, be expected to have an effect (either positive or negative) on the market price of such securities. In circumstances in which a Client makes an investment in an entity in which another Client has a pre-existing investment, such Client expects to make business decisions relating to such investment (such as, for example, financing or hedging interest rate, currency, or credit risk) that may be independent of the decisions made with respect to such investment by other clients. This could result in situations where the Firm advises certain Clients not to hedge certain risks that other Clients do, or the possibility that certain Clients are exposed to risks of financing on an investment when other Clients are not. Although the Firm employs procedures to address such conflicts, in instances involving multiple Clients there can be no assurance that such conflicts will be resolved in a manner that is most favorable to a particular Client. Subject to the terms of the Governing Documents, if an underlying asset in which multiple Clients hold an interest becomes financially troubled the Firm will make its decisions regarding the appropriate action to be taken with respect to that underlying asset, including the terms of any financial restructuring or work-out, in the collective best interests its Clients. Different Fee Structures. Because StepStone operates a large investment advisory and asset management business with current and future Clients comprising many different types of Fund Clients and accounts, different Clients have different fee structures and compensation arrangements for StepStone and its affiliates, and some of these arrangements are more favorable to StepStone and its affiliates, while others are less favorable to StepStone and its affiliates, than the fee structures and compensation arrangements applicable to a Client. In determining how to allocate investment opportunities across the Clients, StepStone faces inherent conflicts of interest. Conflicts of interest exist when StepStone is in a position to benefit from actions or decisions made in our capacity as an adviser, which could potentially compromise our judgement. Conflicts are inherent in the regular provision of StepStone’s services and exist regardless of intent. These conflicts result from the breadth of services offered by StepStone, the differences in relationship that StepStone has with its Clients and the differing fee structures paid by its Clients. They include, for example, the fact that in determining whether to allocate an investment opportunity to a particular Fund Client, StepStone is incentivized to allocate more opportunities to (i) an account that pays a higher management fee and/or provides for more carried interest or (ii) an account that pays fees only on invested capital rather than an account that pays fees on committed capital. Or because, in certain situations, management fees are calculated taking into account the value of investments, StepStone has an incentive to (i) hold investments for longer periods, or retain and not distribute proceeds, or (ii) postpone the decision to dispose of, write off, or permanently write down the value of an investment. Performance based fees, while aligning the interest of StepStone with those of its clients, create various conflicts of interest. As discussed above, in certain instances, the performance-based compensation will

create an incentive for StepStone to recommend that a Client make an investment that is riskier or more speculative than those made under a different compensation arrangement. Or StepStone could be incentivized to favor higher fee-paying Clients in the allocation of investment opportunities. StepStone provides concurrent advisory services to Clients that are not charged a performance-based fee or allocation by StepStone’s related persons and Clients that are charged a performance-based fee or allocation by a related person of StepStone (and such performance-based fee that is charged, differs across Clients). As a result, StepStone’s related persons has an incentive to direct the best investment ideas to, or to allocate investments in favor of, accounts that pay a performance fee. To mitigate potential conflicts of interest, StepStone has implemented various policies and procedures to ensure it fulfills its fiduciary duty to its Clients. These policies include StepStone’s Code of Ethics, valuation policies and allocation policies. StepStone’s allocation policy, takes into account multiple criteria, including: the specific investment objectives of each Client, the size and capital available for investment by each Client, diversification needs, the size of the investment opportunity, current and anticipated market conditions, specific investment restrictions or guidelines applicable to each Client, and relevant tax or regulatory considerations and applicable target returns of each Client. In the event investment opportunities are suitable for more than one Client, StepStone seeks to allocate such investment opportunities in a manner that is fair and equitable to each Client relative to the other Clients over time, taking into account all relevant facts and circumstances. StepStone, its related persons and Clients from time to time engage placement agents in connection with the organization of a Client and/or its related vehicles (including feeder funds, parallel funds and other vehicles) and the offering of interests therein. Any such placement agents may be compensated through fixed and/or contingent fees and reimbursed for expenses. In certain cases, placement fees paid by StepStone or its related persons to such placement agents are actually ultimately borne by a Client’s investors. This occurs in particular where a higher management fee or other additional fees are charged to a Client in order to permit StepStone or its related persons to pay such placement fees. This is particularly evident where one Client does not use a placement agent but its parallel fund or feeder fund does use a placement agent and pays higher overall fees to a general partner or other similar manager. Multiple Levels of Expenses, Fees and Carried Interest. In addition to the management fee and carried interest payable to StepStone or its affiliates and the expenses of a Fund Client, underlying portfolio partnerships will typically have similar, and most likely higher, levels of management fees, carried interest and expenses than the Fund Client which will further reduce return on invested capital and, consequently, will lower any returns to investors. Broken Deal Expenses. Investments can require extensive due diligence activities and regulatory approvals prior to investment, which may entail significant third-party expenses. In the event that an investment is not consummated, a Client will bear some or all of such third-party expenses and any termination fees, subject to limitations thereon set forth in the Governing Documents. Broken deal expenses are not always borne equally and some Clients may bear such expenses to the benefit of other Clients. With respect to investments in which co-investors co-invest with a Client, any investment expenses or indemnification obligations related to such investments are generally expected to be borne by a Client and such coinvestors (whether directly or through a co-investment vehicle) in an equitable manner as determined by the Client’s investment adviser or general partner and subject to legal, tax and regulatory considerations; provided, however, that a Client alone (and not any co-investors) may bear lender commitment fees or similar financing costs and the risk of any termination or breakup fee (or guaranty thereof). If a proposed co-investment opportunity and/or co-investment vehicle is not consummated, a Client will bear all of the costs of such proposed co-investment or that would have been allocable to such co-investment (including

broken deal expenses, commitment fees, termination or other breakup fees, diligence and pursuit expenses, organizational costs, and other third party out-of-pocket expenses). Fund of Funds. Certain Clients employ a fund-of-funds type policy and some of the funds in which a Client invests (the “Underlying Funds”) are likely to be affected by a number of factors including declines in the value of underlying investments, increasing use of suspensions, defaults, redemption gates, reduction in counterparty availability, prime brokerage default, insolvency and restructurings. The risks associated with investing in such Underlying Funds will closely relate to the risks associated with the investments held by the Underlying Funds. The ability of a Client to achieve its investment objective will depend upon the ability of the Underlying Funds to achieve their respective investment objectives. There can be no assurance that the investment objective of any of the Underlying Funds will be achieved. The net asset value of a Client will fluctuate in response to changes in the net asset values of the Underlying Funds in which it invests. The extent to which the investment performance and risks associated with a Client correlates to those of each of the Underlying Funds will depend upon the extent to which a Client’s assets are allocated from time to time for investment in the Underlying Funds, which can vary. Allocation of Client Fund Expenses. StepStone has a conflict of interest in determining whether certain costs and expenses incurred in the course of operating a Client Fund should be paid by the Client Fund or by StepStone. While a Client Fund's Governing Documents identify the costs and expenses to be paid by the Client Fund, questions of interpretation inevitably arise in connection with determining whether a certain cost or expense has, in fact, been so identified as well as whether newly-arising and/or unanticipated costs or expenses (including, but not limited to, costs and expenses arising from newlyimposed regulations and self-regulatory requirements) fit within the categories of costs and expenses described in the Client Fund’s Governing Documents. Deal Related Fees. In the course of evaluating, negotiating and closing certain transactions, generally secondary, recapitalization and co-investment transactions, StepStone occasionally will retain outside legal counsel or other third parties for various aspects of the potential opportunity. Upon completion of the transaction, the commingled Fund Clients and, to the extent permitted by the applicable Governing Documents, other Clients participating in the transaction will bear these expenses pro rata or reimburse StepStone for expenses paid by StepStone during the transaction. Expenses incurred about transactions that are not consummated generally will be paid by the commingled fund(s) that was/were expected to be the lead investor(s). In addition, expenses incurred in connection with transactions that are not consummated could be assessed to a commingled Fund Client, even though such deal has been syndicated to Bespoke Funds or co-investors of StepStone. Leverage in Underlying Funds. Certain Clients are permitted to invest in Underlying Funds which use borrowings to finance investments or to meet operating expenses. Leveraged funds are often more sensitive to declines in revenues, increases in expenses, and adverse business, political, or financial developments or economic factors such as a significant rise in interest rates, a server downturn in the economy or deterioration in the condition of such funds or their industries. A leveraged portfolio company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. Also, loans could be subject to lending covenants enforceable by a third party. In certain cases, the third party could be permitted to exert control over the investments. Warehoused Investments. StepStone may make investments itself or on behalf of a Client that are intended to be transferred to another Client, successor fund or third party. Unless otherwise provided in a Client’s Governing Documents, the transfer price will typically be the costs borne by the initial Client for

such warehoused investment (including any expenses and costs of borrowing, and taking into account the impact of any currency fluctuations) plus a pre-determined interest rate or carrying cost, but the Client will not receive any price appreciation or other income as a result of the warehoused investment. There is no guarantee that the fair market value of the warehoused investment will not have fluctuated, including declining significantly, between the time of acquisition and the date the investment is transferred to the intended successor Client, but the intended successor Client may remain obligated to acquire such investment for the pre-agreed amount. There is also no guarantee that an investment intended to be transferred to another Client will indeed successfully be transferred. It is possible that another Client with sufficient capital to acquire any warehoused investments will not be formed. The Client initially making such investment could continue to hold and fund such investment for the life of such investment, and such holding could cause the Client to exceed its investment limitations and diversification guidelines. In certain cases, a warehoused investment will be made solely with the intent to transfer the entire investment to another Client, and primarily for the benefit of the other Client. In these cases: (a) a Client would not have made this investment but for the need of another Client or prospective Client to obtain the warehouse prior to its readiness to make the applicable investment; (b) the only benefit to the warehousing Client will be the interest rate or carrying cost received by such warehousing Client from the Client to whom it ultimately transfers such investment; and (c) such interest rate or carrying cost may be well below such warehousing Client’s targeted or actual rate of return on its other investments. In other cases, a warehoused investment will be made by a Client that intends to hold a portion of such investment but not the entire amount of such investment that such Client has initially acquired. In these cases, a Client may derive more benefit from warehousing a portion of such investment because it facilitates or benefits the portion of the Investment that the Client intends to hold permanently, or for other reasons; however, the risks of holding an outsized share of an investment for any period of time could prove to outweigh the benefits. If a Client transfers or syndicates, in whole or in part, any investment that was acquired as a warehoused investment or with the expectation of syndication, and the investment is very successful, such transfer or syndication may prevent that Client’s investors from realizing greater returns than they would have received if such investment had been retained fully by the initial Client. In a situation where a prospective investment that a Client expected to offer for syndication is not consummated, the Client could bear a disproportionately large share of expenses in light of broken deal costs. Side Letters. Subject to applicable law and each Client’s Governing Documents, StepStone may enter into agreements with certain fund investors that have the effect of altering or supplementing the fund terms of such investors, including with respect to waivers or reductions of the management fee or the incentive allocation, access to portfolio information, rights to make withdrawals and circumstances under which withdrawals may be required. In addition, StepStone and its affiliates can enter into agreements with investors involving an investor’s (or its affiliate’s) overall relationship with StepStone and its affiliates, including one or more strategies in addition to a Fund Client’s investment strategy, with terms and conditions applicable solely to such investor and its investment in a Fund Client and other vehicles or strategies sponsored by StepStone and/or its affiliates. Such an agreement can involve an investor agreeing to make a capital commitment to multiple vehicles or strategies sponsored by StepStone and/or its affiliates, one or more of which can include a Fund Client or a separate account pursuant to an overall integrated arrangement. Investors will be unable to elect any rights or benefits granted to such investor. Specific examples of such additional rights and benefits could include specialized reporting, more favorable or different economic arrangements, secondment of personnel from the investor to StepStone or its affiliates (or vice versa),

rights to participate in the investment process, as well as priority rights or targeted amounts for coinvestments alongside a Fund Client or other vehicles or strategies sponsored by StepStone and/or its affiliates. Investments in Mezzanine or Debt Securities. Investments made in mezzanine or debt related securities are subject to credit risk and returns could be impacted by the ability to meet performance requirements or covenants. As a lender within the capital structure, in certain instances there will be cases in which StepStone, on behalf of its investors, plays a meaningful role in the restructuring decisions of a portfolio company. Certain investments made in mezzanine and/or debt instruments could be subject to covenants enforced by a third-party lender within the capital structure. In these situations, the third party could be permitted to exert control over the investments if certain performance requirements or covenants are not achieved. Data Accuracy. SPI™ comprises data received from Freedom of Information Act requests and other thirdparty sources that StepStone believes to be reliable, but the accuracy of such information cannot be guaranteed. Certain Clients have access to the historical data within SPI to perform various functions such as portfolio analysis, due diligence and peer benchmarking. Cybersecurity. The computer systems, networks and devices used by StepStone and its third-party service providers to provide services to StepStone to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. Clients can be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include, among other items, unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches can cause disruptions and impact business operations, potentially resulting in financial losses to a Client; interference with StepStone’s ability to calculate the value of an investment in Client accounts; the inability of StepStone and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a fund or client invests; counterparties with which a Client engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, law firms, accounting firms, and other financial institutions; and other parties. In addition, substantial costs could be incurred by these entities, and Clients, in order to prevent any cybersecurity breaches in the future. StepStone maintains an information security policy designed to protect StepStone’s information systems and information regarding StepStone investors and personnel and to educate StepStone personnel about securing StepStone’s electronic and other information systems and information. Copies of this policy are available upon request. Risk Related to Emerging and Changing Technology, Including Artificial Intelligence, Could Impact Our Results of Operations or Financial Condition. Our future success depends, in part, on our ability to anticipate and respond effectively to the risk of, and the opportunity presented by, digital disruption and other technology change. These may include new applications based on artificial intelligence, machine

learning, or new approaches to data mining. Risks related to artificial intelligence, including our use of third-party products incorporating artificial intelligence, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, mishandling of confidential, proprietary, or private information, and potentially problematic third-party license terms. In addition, the SEC has proposed new rules on the use of artificial intelligence by investment advisers that, if enacted, could add to the compliance risks and burdens of using this technology. We may also be exposed to competitive risks related to the adoption and application of new technologies by established market participants or new entrants. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in our business may be costly. Investments in technology systems and data analytics capabilities may not deliver the benefits or perform as expected or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs. If we cannot offer new artificial intelligence-facilitated technologies or data analytics solutions as quickly as our competitors, or if our competitors develop more cost-effective technologies, data analytics solutions or other product offerings, we could experience a material adverse effect on our operating results, customer relationships and growth opportunities. Poor implementation of new technologies, including artificial intelligence, by us or our third-party service providers, could subject us to additional risks we do not understand or cannot adequately mitigate, which could have an impact on our results of operations and financial condition. Material, Non-Public Information and Confidentiality. From time to time, StepStone may come into possession of material, non-public information that would limit its ability to buy and sell investments, including: (i) due to confidential information acquired or obligations incurred in connection with an outside activity of StepStone or its affiliates, unrelated to a Client; (ii) in consequence of a StepStone person serving as an officer, director or employee of a portfolio investment or other entity; or (iii) in connection with other activities undertaken by a StepStone person. U.S. and other applicable securities laws prohibit any person who has received material, non-public information regarding an issuer from trading in securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to trade in such securities. Such personnel may not be free to share such information with a Client, a Client may not be free to act upon any such information, and the possession of information by persons associated with StepStone will, in certain instances, preclude a Client from engaging in transactions that it might otherwise have undertaken. A Client’s investment flexibility may be constrained as a consequence of StepStone’s inability to use such information for investment purposes. A Client may experience losses if it is unable to sell an investment that it holds because StepStone has obtained material, non-public information about such investment. Alternatively, StepStone may decline to receive material nonpublic information in order to avoid trading restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information. Additional obligations may arise due to StepStone or its Clients signing non-disclosure agreements. Such obligations may conflict with StepStone’s obligations to provide advice to a Client and may limit the Client’s ability to utilize certain information it receives from StepStone. However, for the avoidance of any doubt, notwithstanding any provisions, including the confidentiality provisions, of the relevant partnership agreements, side letters, private placement memoranda or other Governing Documents

StepStone consents to any individual communicating with any U.S. federal regulatory or law enforcement agency (including, without limitation, the SEC and the U.S. Commodity Futures Trading Commission) about potential violations of law without providing prior notice to StepStone or any of its affiliates, and receiving an award in connection with any such communications. Outsourced Services. Services that the StepStone may initially perform in-house for a Client (or that have been historically performed in-house for other Clients or accounts, including a Fund Client’s predecessor funds) may be outsourced in whole or in part to third parties in the discretion of StepStone or the applicable general partner in connection with the operation of a Fund Client. Such outsourced services may include, without limitation, valuation, accounting, tax, compliance, research, investment and operational monitoring and due diligence, trade settlement, billing, information technology or legal services. Outsourcing may not occur uniformly for all Clients and, accordingly, certain costs may be incurred by a Client through the use of third-party service providers that are not incurred for comparable services used by other Clients. The decision by StepStone to initially perform particular services in-house for a Client will not preclude a later decision to outsource such services, or any additional services, in whole or in part to third parties. The costs, fees or expenses of any such third-party service providers will be treated as fund expenses borne by a Client. Travel Expenses. In accordance with StepStone’s travel policy and any related policies and procedures, a Fund Client will reimburse its general partner and StepStone for travel expenses, including, without limitation, air travel (including private plane travel in accordance with StepStone’s policies and procedures), car services, meals and hotels, incurred in connection with originating, evaluating, negotiating, structuring, conducting due diligence, acquiring, advising and/or managing, valuing, selling or otherwise disposing of the Fund Client’s assets and otherwise in connection with the business of a Fund Client. For the avoidance of doubt, any travel expenses described herein may include, in accordance with StepStone’s travel policies, expenses associated with the use of private aircraft, business-class or firstclass travel and may include amounts paid by the Fund Clients to StepStone, the principals or any affiliates of the foregoing in respect of private aircraft and other travel; provided that such Fund Client shall not pay (or reimburse StepStone or the applicable general partner) for the portion of the cost of private aircraft in excess of the cost of commercial air travel, as permitted for such employee pursuant to StepStone’s expense reimbursement policies and/or the applicable Fund Client’s Governing Documents (as determined in good faith by the applicable general partner). Underlying Funds, where applicable to a Client’s investment strategy, are likely to bear travel expenses as well, which will ultimately be borne by the Client through its interest in such Underlying Funds; such travel expenses may be borne on the same or different terms than those applicable to the Client (and may include greater relative costs). Service Providers. Certain advisors and other service providers, or their affiliates (including any accountants, administrators, lenders, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to StepStone, its related persons, its Clients or its portfolio companies will also provide goods or services to or have business, personal, political, financial or other relationships with StepStone. Such advisors and service providers could be investors in one or more Clients, affiliates of a client’s general partner or other similar manager and/or sources of investment opportunities and co-investors or counterparties therewith. These relationships may influence StepStone or a Client’s general partner or other similar manager in deciding whether to select or recommend such a service provider to perform services for the Client or a portfolio company (the cost of which will generally be borne directly or indirectly by the Client or such portfolio company, as applicable). Advisors, consultants and other service providers to a Client, its investments, StepStone, its related persons, other Clients or their respective affiliates may charge different rates for their services or may have different

arrangements for specific types of services, which may be more beneficial to certain of such persons than others and/or may benefit StepStone, its related persons, other Clients or their respective affiliates to a greater degree than the benefit accorded to a particular Client or its investments. Such benefits may include more favorable rates or arrangements than those payable by the Client or its investments, and the Client will not be entitled to share in any such benefits. Each investor participating in a Client will be deemed to consent to any such differential rates or arrangements and to authorize StepStone and its affiliates to make all determinations regarding the same. Each investor participating in a Client will also be deemed to have waived any conflict of interest in connection with any of the foregoing. Remote Work Environment. StepStone operates in an environment where remote and hybrid work arrangements are increasingly common. While these arrangements provide flexibility, they also introduce certain operational, security and compliance risks. Remote work has the potential to create challenges in supervision, communication and operational oversight, potentially affecting the efficiency and responsiveness of StepStone’s investment and risk management processes. The dispersion of employees across different locations may lead to delays in decision-making, disruptions in workflow or challenges in maintaining compliance with StepStone policies and regulatory requirements. Despite StepStone implementing measures to mitigate risks associated with remote work environments, there are no guarantees of complete success. Vulnerabilities in this regard have the potential to adversely impact the Clients. StepStone Employees may Leave to Work for a GP or Other Entity in Which StepStone May Later Invest. Situations may arise where a StepStone employee chooses to depart the Adviser for an opportunity to become a consultant to, or employee of, an entity that a StepStone Client may invest in at some future date. In such situations, StepStone will take precautions to ensure that no conflicts of interest are present and/or limit the impact of such conflicts on the investment. Any compensation paid to a former employee now under the employment of an underlying investment in a StepStone Client will not be offset against management fees, regardless of whether such former employee has a remaining interest in a StepStone Client.

Certain of these entities have affiliated general partner entities of which these investment advisers are the manager, adviser or sub-adviser. Further, StepStone serves as the manager of certain transaction-specific entities. StepStone is not registered, and does not have an application pending to register, as a broker-dealer and, as such, does not receive any compensation in that capacity. Certain of StepStone Private Wealth employees are registered with a third-party broker dealer to market certain registered fund products, as required by statute. StepStone, other than in its capacity as a manager of private funds, is not a commodity pool operator, commodity trading adviser or futures commission merchant. As a result, there is no conflict regarding the receipt of related compensation that might otherwise be associated with the ability to receive such related compensation in connection with StepStone’s investment advisory services.

Requires employees to comply with applicable provisions of the federal securities laws; Prohibits certain purchases and sales of securities; Prohibits the making of certain recommendations of purchases or sales to or for a Client; Requires employees to preclear certain personal securities transactions and provide account statements and trade confirmations on at least a quarterly basis, and securities holdings on commencement of employment and annually thereafter; Establishes rules relating to gifts and entertainment given and received, political contributions and outside activities; and Provides for the imposition of certain sanctions against employees who violate the Code.

StepStone has adopted policies and procedures designed to address and mitigate conflicts of interest that generally arise as a result of StepStone and/or its employees’ personal trading and investing activities. Principal and Cross Transactions StepStone does not generally engage in principal trading activities with its Clients. StepStone does not generally engage in cross transactions in the normal course of its business, except in certain cases involving Warehoused Investments, which are disclosed in applicable Governing Documents. Any such cross transactions undertaken with respect to Client accounts are permitted by StepStone’s policies and procedures governing such transactions, in accordance with Section 206(3) and Rule 206(3)2 of the Investment Advisers Act of 1940. In certain instances a Client may purchase investments directly from Limited Partners in StepStone Client account. Such transactions, should they occur, will be performed at an arm’s length and proper precautions taken to mitigate conflicts of interest for all parties involved. StepStone recommends and executes appropriate investments to existing Clients in certain of the Fund Clients in which StepStone receives a management fee, makes an investment in such Fund Clients, and in some cases shares in the profits of such Fund Clients. Pursuant to the relevant Governing Documents, StepStone typically makes an investment in such Fund Clients equal to a small percentage of aggregate capital of the investors in the Fund Clients and is therefore indirectly invested in each of the securities purchased by such Fund Clients.

fund), StepStone takes several factors into account in doing so, including the expected frequency of transactions, the broker or dealer’s understanding of StepStone’s business and investment priorities, the financial stability and reputation of the broker or dealer, the quality of the services provided by the broker or dealer, and any special execution capabilities of the broker or dealer. StepStone does not necessarily choose a broker or dealer based on the lowest available commission cost or spread. Given the infrequency of trades conducted by StepStone, StepStone has determined to primarily use a single broker dealer who can efficiently and effectively execute trades in the public markets on its behalf, unless otherwise directed. StepStone has also established a distribution services agreement to execute the liquidation, generally, of public securities distributed in-kind from underlying fund investments. For certain Advisory Clients, StepStone is permitted to accept Client instructions for directing the Client’s brokerage transactions to a particular broker-dealer. Any Client instructions to StepStone are to be in writing with appropriate disclosures that for any directed brokerage arrangements StepStone will not negotiate commissions, may not obtain volume discounts or aggregate directed transactions, and that commission charges will vary among Clients and best execution may not be obtained. StepStone does not have any formal or informal arrangements or commitments to utilize research, research-related products and other services obtained from broker-dealers, or third parties, on a soft dollar commission basis.

A portion of these fees are used by StepStone to pay the placement agent servicing fees. As a result, although the placement agent servicing fees are paid by StepStone, such fees are ultimately economically borne by investors in the Fund Clients rather than by StepStone. Neither StepStone nor its affiliates will typically receive placement fees for placing interests in funds with its Clients. In certain instances, StepStone will receive from a Direct Investment Fund, Secondary Fund, Feeder Fund, Fund of Private Markets Funds or a Bespoke Fund fees (the amount of which will be specified in the applicable Governing Documents) for the provision of administrative services, the responsibility for all or a portion of which could be subcontracted to other parties. Affiliates of StepStone could also have relationships with, and provide certain services to, a fund for which the affiliate receives compensation. In certain instances, StepStone or its affiliates will charge portfolio investments origination fees, breakup fees, consulting fees, monitoring fees and other similar fees (together “Fee Income”). StepStone professionals who serve on the boards of directors of portfolio companies could also receive cash compensation, stock options and/or restricted stock in their capacity as directors (“Director’s Fees”). A percentage of certain components of such Fee Income and Director’s Fees (in each case, net of unreimbursed expenses related thereto) that are received by StepStone or any of its affiliates could be required to be applied to reduce the management fee otherwise payable to StepStone as set forth in the relevant Governing Documents.

distributes audited financial statements prepared in accordance with generally accepted accounting principles to all investors (or members or other beneficial owners) within 120 days of the end of the fiscal year of the applicable fund or Bespoke Fund invested primarily in portfolio companies or 180 days for Secondary Funds, Feeder Funds, Fund of Private Markets Funds or Bespoke Funds invested primarily in private markets funds.

With respect to private markets monitoring and reporting services, StepStone is not deemed to have custody of assets. StepStone urges such Clients to carefully review such statements and compare such official custodial records to the account statements that StepStone provided to the Client. StepStone’s statements can vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

With respect to Bespoke Funds, Clients are permitted to place reasonable restrictions on StepStone’s voting authority in the same manner that they are permitted to place such restrictions on the actual selection of account securities by delivery of written notice to StepStone, and such instructions will be followed in all instances (including those instances in which StepStone votes proxies for the same portfolio securities on behalf of another Client, which could cause such vote to differ). StepStone will identify any conflicts that exist between the interests of StepStone and the Client by reviewing the relationship of StepStone with the issuer of each security to determine if StepStone or any of its employees has any financial, business or personal relationship with the issuer. If a material conflict of interest exists, the CCO will determine whether it is appropriate to disclose the conflict to the affected Clients, to give the Clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third-party voting recommendation. StepStone will maintain a record of the voting resolution of any conflict of interest. Given StepStone’s focus on the private markets, proxy voting obligations related to public securities are minimal. Proxy Voting Procedures are made available to any Client or investor or any prospective client or investor upon request.