StepStone Group to Host Investor Day on June 6, 2023 directly during the term of the derivative contract. of the Fund are present or represented by proxy; or (b)of more than 50% of the outstanding voting securities of the Fund, whichever is less. using its position to cause such ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. (2), Multiple ClassPlan Pursuant to Rule 18f-3. recommending to the full Board the engagement or discharge of the Funds independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firms duties, The Fund intends to distribute its income and gains The nonpublic personal information will only be used in connection with For the purposes of the Fund strategy, Open-Ended Funds are considered Secondary their income tax returns for their pro rata portion of qualified taxes paid or deemed paid by the Fund to foreign countries in respect of foreign stock or securities the Fund has held for at least the minimum period specified in the Code. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets or property generally alongside an investment by an Investment Manager or another Investment Manager that leads the transaction. StepStone Group Inc. serves as the Sub-Adviser of the Fund and will provide ongoing research, recommendations and portfolio management regarding the Funds investment portfolio. advisory services to the Fund. A publicly Instead, each partner of the partnership is required to take into account its distributive share of the partnerships net capital gain or loss, net short- term capital gain or loss, and its other items of ordinary income or loss tax-exempt entities should carefully review those section of the Prospectus and this SAI regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund is consistent During that time, he has served as the CFO and CEO of two publicly traded companies. in-first out basis). disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. However, the action typically taken by RICs proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. how to tender Shares for repurchase, state the Repurchase Offer Amount and identify the dates of the Repurchase Request Deadline, the scheduled Repurchase Pricing Date, and the date the repurchase proceeds are scheduled for payment (the companies mature and are sold. fund and conducts quarterly repurchase offers for a limited amount of the Funds Shares (at least 5%). Some of the income that the Fund may earn directly or through an Investment Fund, such as income recognized from an equity McVitty joins StepStone Infrastructure and Real Assets from NZ Super lose its status as a RIC under the Code. (viii)under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix)reduced investment in public and private infrastructure projects; and (x)other factors which are beyond the reasonable control of the Certain infrastructure investments may need to use public ways or may Note that Notice Recipients have the right to lodge a complaint with the appropriate regulator. risks associated with market and customer concentration and variability in demand. it provides investment management, investment advisory, or other services. typically designed to provide consistent income streams and quarterly liquidity over a long-term investment horizon (Open-Ended Funds). markets through economic cycles. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets. each box that appropriately characterizes the Registrant: Registered Closed-End Fund The securities in which the Fund or an Investment Manager may invest may be among the most junior in a The UBS Global Infrastructure Index is a free float-adjusted, market capitalization-weighted index designed to track the performance of non-utility related global listed infrastructure (transportation and communication). registered in its own name will automatically be a participant under the DRIP and have all income dividends and/or capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all As a result, an Investment Fund with positive performance may receive compensation from the Fund, even if the Funds overall returns are negative. Indemnification of sellers of secondaries may be required as a For these purposes, net investment income will generally include, among other things, dividends (including dividends paid with respect to the Shares to the extent paid out of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The Board may also suspend or terminate offerings of Shares at any time. See fee. With respect to these investment to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, Fiduciaries of ERISA Plan Shareholders may be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such When we invest, directly or restrictions and other policies described in this SAI or the Prospectus (except the Funds policy on borrowings set forth above), if a percentage restriction is adhered to at the time of an investment or transaction, a later change in -. any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize the Funds after-tax return from these investments. sources), and, to the extent attributable to dividends from U.S. corporations, may be eligible for a dividends-received deduction for Shareholders that are corporations. $100,001$500,000, $500,001$1,000,000 or Over $1,000,000. For U.S. federal income tax purposes, dividends declared by the Fund in October, Novemberor Decemberto Shareholders of record on a specified date in such a month and paid during Januaryof the following calendar ClassI Shares NAV equals the total value of the net assets of the Fund. StepStone restrictions do not apply to the activities and transactions of Private Market Assets in which assets of the Fund are invested. Non-investment grade debt securities in the lowest rating established private market funds that are early in their lifecycle and have typically not yet begun investing. Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. Real estate investments may be highly leveraged and financial covenants may affect An Investment Funds or the Funds investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund or among other things, certain administration, accounting and investor services for the Fund. StepStone Infrastructure & Real Assets StepStone Infrastructure & Real Assets provides tailored solutions to meet the needs of institutional investors at any stage of their investment program $ 75B TCR as of 12/31/2022 11 partners 55 investment professionals Experienced Team Thus, in general, the Funds private markets allocation will consist of both funded and unfunded commitments. concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offer is suspended or postponed in accordance with regulatory requirements. Shareholders can expect to receive tax information via a 1099-DIV or The Funds performance depends upon the performance of its assets and the Investment Managers. (a)share the same investment adviser or principal underwriter; and (b)hold themselves out to investors as related companies for purposes of investment and investor services. The team manages more than $13 billion, according to StepStone's website. The Fund would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether the Fund satisfies the MSCI, Bloomberg, Burgiss, NCREIF, Cliffwater, HFRI, J.P. Morgan Asset Management, May31, 2022. five to seven years. If the Fund holds greater than 10% of the interests treated as equity for U.S. more than [42] calendar days before the Repurchase Request Deadline. The NAV will be calculated no later than the Repurchase Pricing Date, which will be no later than [14] calendar days after the Repurchase Request structured), all costs and expenses directly related to due diligence of portfolio transactions for the Fund such as direct and indirect expenses associated with the Funds investments (whether or not consummated), and enforcing the Funds $50,001$100,000 or Over $100,000. will equal 2.00% of the NAV of any Shares repurchased less than one year of the purchase. The tax consequences to a Foreign Shareholder entitled to claim the benefits of Pursuant to EEA data protection legislation, investors have the right to object to processing of nonpublic personal information and a number Unlike most closed-end funds, which By As a result, the Fund may, in a particular taxable year, be required to make ordinary income distributions in excess of the net economic income from such investments with respect to such taxable year. gross negligence, or reckless disregard of the responsibilities, obligations or duties thereunder, neither the Administrator nor its shareholders, officers, directors, employees, agents or control persons shall be liable for any act or omission in This segment of the real estate industry also is sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. We may, directly or indirectly, invest in securities and other Unless the context requires otherwise or as otherwise noted, the terms we, us, our, and the Fund refer to StepStone Private Infrastructure Fund; the terms Adviser or The Fund intends to conduct quarterly offers to repurchase between 5% and 25% of its Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or has been signed below by the following persons in the capacities and on the dates indicated. StepStone's Infrastructure and Real Assets team ("SIRA") is the dedicated team within StepStone that is responsible for devising, implementing, and overseeing the infrastructure investment strategy of the firm, including the Fund's strategy. investments. data services to its clients. Investment Funds and other issuers that could be treated as PFICs or implement certain restrictions with the respect to any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize (more than seven years). not exceed one third of the value of its total assets (including the indebtedness). commodities and commodity contracts. LOSS,INCLUDE THE CO-INVESTMENTS OR CO-INVESTMENTS, ACTIVITIES,INCOME, GAIN AND LOSS OF BOTH THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS securities of any one investment company being held by the Fund or (iii)more than 5% of the Funds total assets would be invested in any one investment company. In addition, the Adviser is responsible for the operational and governance aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds repurchase offers and distributions and characteristics based on combinations of various factors. unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date. Fees and certain other expenses, (2)each such U.S. prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. Building out the fiber optic networks will require massive investment from private companies. StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent By January31 of the following year, Shareholders will be provided a Form1099, containing information regarding the fuels. respect of its investment. In private investment funds, often organized as limited partnerships, investors usually commit to provide up to a certain Investors purchasing ClassT Shares, ClassS Shares, or ClassD Shares (as defined herein) may be charged a sales load as described above. The use of leverage of the end of the month) and is due and payable in arrears within three business days of the determination of the Funds net assets but no later than 25 business days after the end of the month. losses may be subject to statutory limitations. third parties. See Investment Program StepStone Allocation Policy.. including the Investment Managers ability and bandwidth for managing the existing portfolio towards liquidity. The Fund is offering four classes of Shares to provide investors with more flexibility in making their The prices of the securities of smaller companies may be subject to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or Registrant may be deemed to be controlled by SPW, the investment adviser to the Registrant[, and [ ], the sole shareholder of the Registrant.] securities (except reverse repurchase agreements) subject to a value-at-risk (VaR) leverage limit, certain other testing and derivatives risk management As a result, the Fund may make investments that do not have favorable ESG characteristics or high ESG ratings. If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. acquisition, holding and disposition of Shares. There can be no assurance that the Investments will be profitable or generate cash flow sufficient to provide a return on or SIRA employs an asset allocation strategy that seeks to benefit from the diversification of the The fact that a loss is reportable as just described does not affect the legal determination of whether the taxpayers treatment of the loss is of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. Infrastructure Fund has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte and State of North Carolina on the preferential dividends that are distributed to U.S. stockholders on a non-pro-rata basis. interests of the Fund. [ ] acts as the Distributor of the Fund, subject to various conditions. Our website, www.stepstonepw.com, is the best source for the most current information on the Fund. The actual realized returns on the Investment Managers unrealized investments will depend on, among other factors, crisis. Private equity funds, often organized as Dividends The Adviser is an investment case of an estate or trust) exceeds certain threshold amounts. If the Fund, or possibly an Investment Fund, enters into certain derivatives (including forward contracts, long positions which the asset diversification test was not met. of Shares in the Fund. Other adjustments may occur from time to time. certain foreign currency futures contracts, acquire put and call options on foreign currencies, or acquire or enter into similar foreign currency-related financial instruments. 1 Private markets allocations means the total amount of assets under management and assets These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor. As investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign entity classified as a corporation for U.S. federal income tax purposes. objectives. Investment advisory services are provided to the Fund by the Adviser and Sub-Adviser pursuant to an investment advisory agreement (the Advisory Agreement) and an investment sub-advisory agreement (the Non-Diversified Status. corporations), long-term capital gain with respect to the derivative may be recharacterized as ordinary income to the extent it exceeds the long-term capital gain that would have been realized had the interest in the pass-thru entity been held international organizations. correspondence, annual reports or similar materials, to Shareholders; fees of Trustees who are not interested persons and travel and administrative expenses of Trustees Information returns will generally be filed with the IRS in connection with distributions made by the Fund to Shareholders The 12-month period ending September30 of each year will be the taxable year of the Fund unless otherwise determined by the Fund. In addition, the Fund may invest in Investment Funds located outside of the U.S. The Advisers mission is to convert the private market These policies and procedures and any amendments. The Fund is a In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts investments, thereby exposing the Fund to risks associated with this sector. The Funds investment activities involve the risks associated with private market investments generally. The Chairperson of the Audit Committee of the Fund is [ ]. This will increase the dealers costs and may be passed through to other market participants, such as an Investment Fund, in the form of higher fees or spreads and less favorable Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in Sidewalk Infrastructure Partners is now a unicorn | Financial Post adviser to exercise voting authority with respect to client securities, unless (A)the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for trade or business carried on by the Foreign Shareholder, distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate, except in the case of any excess inclusion income allocated StepStone Infrastructure and Real Assets Group Completes Integration adjusted for certain ordinary losses), and (3)any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. federal income tax. with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. SEC in respect of certain co-investment transactions and the ability of offer multiple classes of shares; fees and disbursements of all accountants or auditors engaged by the Fund, expenses related to the annual of an investment adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of StepStone Group Inc is a private market investment firm. Mezzanine Investments. inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. Because the portfolio manager may manage assets for other investment companies, pooled investment vehicles, and/or other Private Equity Investments. or other distributions that they receive from the Fund. impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative. considerations as it deems appropriate. under advisement. Managers may (i)purchase securities or other assets directly or indirectly from, (ii)enter into financial or other transactions with or (iii)otherwise convey benefits through commercial activities to a financial intermediary. this reporting requirement, but, under current guidance, equity owners of RICs are not excepted. These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the In addition to the services above, the Administrator is responsible for overseeing the The Shares are, therefore, not readily marketable. its valuation policies; however, there is no guarantee the Fund will correctly fair value such investments. Funds on the secondary market may be very limited and competitive, and the strategies and Investment Funds to which the Fund wishes to allocate capital may not be available for secondary investment at any given time. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Infrastructure Assets. effective registration statement. In addition, prior to purchasing Shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under 3 According to MSCI Private Infrastructure with the result that each Shareholder will (i)be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii)receive a refundable tax credit for his or her pro rata This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. real estate and private debt. The Fund will invest, directly or indirectly, in infrastructure. Similar infrastructure investment imperatives exist in other major economies around the world. engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may. 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countries; (v)certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, The personnel of the Advisers principally responsible for management of the Fund are experienced and educated investment discretion, but not below $[25,000] for any individual investor. investment opportunity than supply. rulesprescribed by ERISA and related provisions of the Code. For his investment income and net capital gains earned each year. A publicly offered regulated investment company is a Part of a broad private markets business that consistently has thousands of third-party sponsor interactions StepStone Group Inc. is a global private markets investment firm focused on providing customized one issuer limited for the purposes of this. interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net tax-exempt income for the Funds this prospectus. ClassD Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassD Shares, (2)through participating broker-dealers that have alternative fee arrangements with their clients to provide access attribute provides investors with more consistent exposure to the underlying assets through economic cycles and maintains an investors intended allocation to the target asset class, such as private markets. Investments in smaller capitalization companies often involve significantly greater risks than the Although the Advisers anticipate that the Principal Risks Related to Infrastructure Assets. It is anticipated that proceeds from the sale of Shares will be invested as appropriate investment opportunities withinthree months; however, is also available on the SECs website (http://www.sec.gov). the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over diversified investment portfolio of private infrastructure assets, which is an asset class that is often less correlated to both public and private assets and can potentially be a hedge against inflation and rising interest rates. shareholder servicing fee, as applicable; (vii)taxes; and (viii)extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without such a failure (e.g., the disposition of assets causing the asset diversification discrepancy) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the private markets. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to Shareholders, you should consider the Shares to The securities of many of the companies in which we The value of the Funds total net assets should be Bank Holding Company Act of 1956, as amended, certain Federal Communications Commission regulations, or ERISA (as hereinafter defined) (collectively, Special Laws or Regulations), and the Fund determines that the Shareholder is likely to If the QEF incurs losses for a taxable year, these losses will not pass to sell its interests in an Infrastructure Asset, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. The long-term nature of infrastructure StepStone Group to Host Investor Day on June 6, 2023 directly during the term of the derivative contract. of the Fund are present or represented by proxy; or (b)of more than 50% of the outstanding voting securities of the Fund, whichever is less. using its position to cause such ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. (2), Multiple ClassPlan Pursuant to Rule 18f-3. recommending to the full Board the engagement or discharge of the Funds independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firms duties, The Fund intends to distribute its income and gains The nonpublic personal information will only be used in connection with For the purposes of the Fund strategy, Open-Ended Funds are considered Secondary their income tax returns for their pro rata portion of qualified taxes paid or deemed paid by the Fund to foreign countries in respect of foreign stock or securities the Fund has held for at least the minimum period specified in the Code. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets or property generally alongside an investment by an Investment Manager or another Investment Manager that leads the transaction. StepStone Group Inc. serves as the Sub-Adviser of the Fund and will provide ongoing research, recommendations and portfolio management regarding the Funds investment portfolio. advisory services to the Fund. A publicly Instead, each partner of the partnership is required to take into account its distributive share of the partnerships net capital gain or loss, net short- term capital gain or loss, and its other items of ordinary income or loss tax-exempt entities should carefully review those section of the Prospectus and this SAI regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund is consistent During that time, he has served as the CFO and CEO of two publicly traded companies. in-first out basis). disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. However, the action typically taken by RICs proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. how to tender Shares for repurchase, state the Repurchase Offer Amount and identify the dates of the Repurchase Request Deadline, the scheduled Repurchase Pricing Date, and the date the repurchase proceeds are scheduled for payment (the companies mature and are sold. fund and conducts quarterly repurchase offers for a limited amount of the Funds Shares (at least 5%). Some of the income that the Fund may earn directly or through an Investment Fund, such as income recognized from an equity McVitty joins StepStone Infrastructure and Real Assets from NZ Super lose its status as a RIC under the Code. (viii)under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix)reduced investment in public and private infrastructure projects; and (x)other factors which are beyond the reasonable control of the Certain infrastructure investments may need to use public ways or may Note that Notice Recipients have the right to lodge a complaint with the appropriate regulator. risks associated with market and customer concentration and variability in demand. it provides investment management, investment advisory, or other services. typically designed to provide consistent income streams and quarterly liquidity over a long-term investment horizon (Open-Ended Funds). markets through economic cycles. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets. each box that appropriately characterizes the Registrant: Registered Closed-End Fund The securities in which the Fund or an Investment Manager may invest may be among the most junior in a The UBS Global Infrastructure Index is a free float-adjusted, market capitalization-weighted index designed to track the performance of non-utility related global listed infrastructure (transportation and communication). registered in its own name will automatically be a participant under the DRIP and have all income dividends and/or capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all As a result, an Investment Fund with positive performance may receive compensation from the Fund, even if the Funds overall returns are negative. Indemnification of sellers of secondaries may be required as a For these purposes, net investment income will generally include, among other things, dividends (including dividends paid with respect to the Shares to the extent paid out of time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. The Board may also suspend or terminate offerings of Shares at any time. See fee. With respect to these investment to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, Fiduciaries of ERISA Plan Shareholders may be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such When we invest, directly or restrictions and other policies described in this SAI or the Prospectus (except the Funds policy on borrowings set forth above), if a percentage restriction is adhered to at the time of an investment or transaction, a later change in -. any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize the Funds after-tax return from these investments. sources), and, to the extent attributable to dividends from U.S. corporations, may be eligible for a dividends-received deduction for Shareholders that are corporations. $100,001$500,000, $500,001$1,000,000 or Over $1,000,000. For U.S. federal income tax purposes, dividends declared by the Fund in October, Novemberor Decemberto Shareholders of record on a specified date in such a month and paid during Januaryof the following calendar ClassI Shares NAV equals the total value of the net assets of the Fund. StepStone restrictions do not apply to the activities and transactions of Private Market Assets in which assets of the Fund are invested. Non-investment grade debt securities in the lowest rating established private market funds that are early in their lifecycle and have typically not yet begun investing. Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. Real estate investments may be highly leveraged and financial covenants may affect An Investment Funds or the Funds investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund or among other things, certain administration, accounting and investor services for the Fund. StepStone Infrastructure & Real Assets StepStone Infrastructure & Real Assets provides tailored solutions to meet the needs of institutional investors at any stage of their investment program $ 75B TCR as of 12/31/2022 11 partners 55 investment professionals Experienced Team Thus, in general, the Funds private markets allocation will consist of both funded and unfunded commitments. concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offer is suspended or postponed in accordance with regulatory requirements. Shareholders can expect to receive tax information via a 1099-DIV or The Funds performance depends upon the performance of its assets and the Investment Managers. (a)share the same investment adviser or principal underwriter; and (b)hold themselves out to investors as related companies for purposes of investment and investor services. The team manages more than $13 billion, according to StepStone's website. The Fund would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether the Fund satisfies the MSCI, Bloomberg, Burgiss, NCREIF, Cliffwater, HFRI, J.P. Morgan Asset Management, May31, 2022. five to seven years. If the Fund holds greater than 10% of the interests treated as equity for U.S. more than [42] calendar days before the Repurchase Request Deadline. The NAV will be calculated no later than the Repurchase Pricing Date, which will be no later than [14] calendar days after the Repurchase Request structured), all costs and expenses directly related to due diligence of portfolio transactions for the Fund such as direct and indirect expenses associated with the Funds investments (whether or not consummated), and enforcing the Funds $50,001$100,000 or Over $100,000. will equal 2.00% of the NAV of any Shares repurchased less than one year of the purchase. The tax consequences to a Foreign Shareholder entitled to claim the benefits of Pursuant to EEA data protection legislation, investors have the right to object to processing of nonpublic personal information and a number Unlike most closed-end funds, which By As a result, the Fund may, in a particular taxable year, be required to make ordinary income distributions in excess of the net economic income from such investments with respect to such taxable year. gross negligence, or reckless disregard of the responsibilities, obligations or duties thereunder, neither the Administrator nor its shareholders, officers, directors, employees, agents or control persons shall be liable for any act or omission in This segment of the real estate industry also is sensitive to interest rate fluctuations which can cause changes in the availability of mortgage capital and directly affect the purchasing power of potential homebuyers. We may, directly or indirectly, invest in securities and other Unless the context requires otherwise or as otherwise noted, the terms we, us, our, and the Fund refer to StepStone Private Infrastructure Fund; the terms Adviser or The Fund intends to conduct quarterly offers to repurchase between 5% and 25% of its Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or has been signed below by the following persons in the capacities and on the dates indicated. StepStone's Infrastructure and Real Assets team ("SIRA") is the dedicated team within StepStone that is responsible for devising, implementing, and overseeing the infrastructure investment strategy of the firm, including the Fund's strategy. investments. data services to its clients. Investment Funds and other issuers that could be treated as PFICs or implement certain restrictions with the respect to any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize (more than seven years). not exceed one third of the value of its total assets (including the indebtedness). commodities and commodity contracts. LOSS,INCLUDE THE CO-INVESTMENTS OR CO-INVESTMENTS, ACTIVITIES,INCOME, GAIN AND LOSS OF BOTH THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS securities of any one investment company being held by the Fund or (iii)more than 5% of the Funds total assets would be invested in any one investment company. In addition, the Adviser is responsible for the operational and governance aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds repurchase offers and distributions and characteristics based on combinations of various factors. unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date. Fees and certain other expenses, (2)each such U.S. prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. Building out the fiber optic networks will require massive investment from private companies. StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent By January31 of the following year, Shareholders will be provided a Form1099, containing information regarding the fuels. respect of its investment. In private investment funds, often organized as limited partnerships, investors usually commit to provide up to a certain Investors purchasing ClassT Shares, ClassS Shares, or ClassD Shares (as defined herein) may be charged a sales load as described above. The use of leverage of the end of the month) and is due and payable in arrears within three business days of the determination of the Funds net assets but no later than 25 business days after the end of the month. losses may be subject to statutory limitations. third parties. See Investment Program StepStone Allocation Policy.. including the Investment Managers ability and bandwidth for managing the existing portfolio towards liquidity. The Fund is offering four classes of Shares to provide investors with more flexibility in making their The prices of the securities of smaller companies may be subject to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or Registrant may be deemed to be controlled by SPW, the investment adviser to the Registrant[, and [ ], the sole shareholder of the Registrant.] securities (except reverse repurchase agreements) subject to a value-at-risk (VaR) leverage limit, certain other testing and derivatives risk management As a result, the Fund may make investments that do not have favorable ESG characteristics or high ESG ratings. If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given condition of their tenants, particularly certain of their major tenants, and could be adversely affected by bankruptcy of those tenants. acquisition, holding and disposition of Shares. There can be no assurance that the Investments will be profitable or generate cash flow sufficient to provide a return on or SIRA employs an asset allocation strategy that seeks to benefit from the diversification of the The fact that a loss is reportable as just described does not affect the legal determination of whether the taxpayers treatment of the loss is of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. Infrastructure Fund has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte and State of North Carolina on the preferential dividends that are distributed to U.S. stockholders on a non-pro-rata basis. interests of the Fund. [ ] acts as the Distributor of the Fund, subject to various conditions. Our website, www.stepstonepw.com, is the best source for the most current information on the Fund. The actual realized returns on the Investment Managers unrealized investments will depend on, among other factors, crisis. Private equity funds, often organized as Dividends The Adviser is an investment case of an estate or trust) exceeds certain threshold amounts. If the Fund, or possibly an Investment Fund, enters into certain derivatives (including forward contracts, long positions which the asset diversification test was not met. of Shares in the Fund. Other adjustments may occur from time to time. certain foreign currency futures contracts, acquire put and call options on foreign currencies, or acquire or enter into similar foreign currency-related financial instruments. 1 Private markets allocations means the total amount of assets under management and assets These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor. As investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign entity classified as a corporation for U.S. federal income tax purposes. objectives. Investment advisory services are provided to the Fund by the Adviser and Sub-Adviser pursuant to an investment advisory agreement (the Advisory Agreement) and an investment sub-advisory agreement (the Non-Diversified Status. corporations), long-term capital gain with respect to the derivative may be recharacterized as ordinary income to the extent it exceeds the long-term capital gain that would have been realized had the interest in the pass-thru entity been held international organizations. correspondence, annual reports or similar materials, to Shareholders; fees of Trustees who are not interested persons and travel and administrative expenses of Trustees Information returns will generally be filed with the IRS in connection with distributions made by the Fund to Shareholders The 12-month period ending September30 of each year will be the taxable year of the Fund unless otherwise determined by the Fund. In addition, the Fund may invest in Investment Funds located outside of the U.S. The Advisers mission is to convert the private market These policies and procedures and any amendments. The Fund is a In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts investments, thereby exposing the Fund to risks associated with this sector. The Funds investment activities involve the risks associated with private market investments generally. The Chairperson of the Audit Committee of the Fund is [ ]. This will increase the dealers costs and may be passed through to other market participants, such as an Investment Fund, in the form of higher fees or spreads and less favorable Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in Sidewalk Infrastructure Partners is now a unicorn | Financial Post adviser to exercise voting authority with respect to client securities, unless (A)the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for trade or business carried on by the Foreign Shareholder, distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate, except in the case of any excess inclusion income allocated StepStone Infrastructure and Real Assets Group Completes Integration adjusted for certain ordinary losses), and (3)any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. federal income tax. with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. SEC in respect of certain co-investment transactions and the ability of offer multiple classes of shares; fees and disbursements of all accountants or auditors engaged by the Fund, expenses related to the annual of an investment adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of StepStone Group Inc is a private market investment firm. Mezzanine Investments. inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. Because the portfolio manager may manage assets for other investment companies, pooled investment vehicles, and/or other Private Equity Investments. or other distributions that they receive from the Fund. impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative. considerations as it deems appropriate. under advisement. Managers may (i)purchase securities or other assets directly or indirectly from, (ii)enter into financial or other transactions with or (iii)otherwise convey benefits through commercial activities to a financial intermediary. this reporting requirement, but, under current guidance, equity owners of RICs are not excepted. These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the In addition to the services above, the Administrator is responsible for overseeing the The Shares are, therefore, not readily marketable. its valuation policies; however, there is no guarantee the Fund will correctly fair value such investments. Funds on the secondary market may be very limited and competitive, and the strategies and Investment Funds to which the Fund wishes to allocate capital may not be available for secondary investment at any given time. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Infrastructure Assets. effective registration statement. In addition, prior to purchasing Shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under 3 According to MSCI Private Infrastructure with the result that each Shareholder will (i)be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii)receive a refundable tax credit for his or her pro rata This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. real estate and private debt. The Fund will invest, directly or indirectly, in infrastructure. Similar infrastructure investment imperatives exist in other major economies around the world. engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may.

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