StepStone Private Infrastructure Fund Sample Contracts

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2023, by and between StepStone Private Infrastructure Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2023, by and StepStone Private Infrastructure Fund, a Delaware statutory trust (the “Trust”) and UMB Distribution Services, LLC, a Wisconsin limited liability company (“Provider”).

CUSTODY AGREEMENT Dated May 24, 2023 Between UMB BANK, N.A. and
Custody Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

This agreement made as of the date first set forth above (the “Agreement”) between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”) and StepStone Private Infrastructure Fund, a Delaware statutory trust (the “Fund”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund • New York

AGREEMENT made as of this 24th day of May, 2023 by and between StepStone Private Infrastructure Fund, a Delaware statutory trust (the “Fund”), and StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund • New York

AGREEMENT made as of this 24th day of May, 2023 by and among StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Adviser”), StepStone Group Real Assets LP, a Delaware limited partnership (the “Sub-Adviser”), and Stepstone Private Infrastructure Fund, a Delaware statutory trust (the “Fund”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

THIS SUB-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2023, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

THIS FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2023, by and between StepStone Group Private Wealth LLC, a Delaware limited liability company (the “Administrator”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “UMBFS”).

STEPSTONE PRIVATE INFRASTRUCTURE FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of May 24, 2023
Agreement and Declaration of Trust • July 11th, 2023 • StepStone Private Infrastructure Fund

WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth;

ADMINISTRATION AGREEMENT
Administration Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund • New York

THIS AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2023, between StepStone Private Infrastructure Fund (the “Fund”), a Delaware statutory trust, and StepStone Group Private Wealth LLC (the “Administrator”), a limited liability company organized under the laws of the State of Delaware.

StepStone Group Private Wealth LLC Charlotte, NC 28202
Expense Limitation and Reimbursement Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

StepStone Group Private Wealth LLC (the “Adviser”) hereby confirms its agreement as follows in respect of StepStone Private Infrastructure Fund (the “Fund”):

STEPSTONE PRIVATE INFRASTRUCTURE FUND SUBSCRIPTION AGREEMENT
Subscription Agreement • July 11th, 2023 • StepStone Private Infrastructure Fund

This Subscription Agreement is entered into this 24th day of May, 2023 by and between StepStone Private Infrastructure Fund, a Delaware statutory trust (the “Fund”), and StepStone Group LP (the “Subscriber”);

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