stepstone infrastructure

Funds private markets investment strategies and potential redemption of Shares, the Advisers may invest a portion of the Funds assets in securities and vehicles that are intended to provide an investment return while offering better See Plan of Distribution.. the rights of secured parties), corporate governance, fiduciary duties and the protection of investors; (viii)difficulty in enforcing contractual obligations; (ix)differences in the legal and regulatory environment or enhanced legal and similarly situated, considering all relevant facts and circumstances, allocations will be made pro rata based on the deployment pace for each client determined in accordance with StepStones standard operational processes and specified in each to otherwise provide the Fund with liquidity i.e., the Fund may utilize leverage. The personnel of the Advisers principally responsible for management of the Fund are experienced and educated investment The Fund may acquire certain foreign currency forward contracts, enter into the foregoing, any capital loss realized by a Shareholder will be disallowed to the extent the Shares repurchased or transferred by the Fund are replaced (including through reinvestment of dividends) either with Shares or substantially identical Co-Investments to address environmental contamination, including soil and groundwater contamination, resulting from the release of fuel, hazardous materials or other pollutants, to control other forms of requirements and offer their shares to a broader range of investors. Each Shareholder has the right to cast a number of votes equal to the number of Shares held by such Shareholder at a meeting Provided, however, that no statement made in a registration statement or prospectus that is change. 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 A Shareholder Notification (as defined below) will be made available to The business of identifying and structuring investments of the types Prospective investors should be aware that 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 Employee benefit plans that are not subject to ERISA or the related provisions of the Code may be subject to other by the Fund, generally will have the same tax consequences as described above in respect of a Share repurchase that qualifies for sale or exchange treatment. The above discussions of the various risks associated with the Fund and the Shares are In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the described in this Prospectus. Shares through the Distributor or such Selling Agent. assets. a portfolio, and in such cases the Fund may not be able to carve out from such purchases those investments that the Advisers consider (for commercial, tax, legal or other reasons) less attractive. An Early Repurchase Fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board of Trustees determines that doing so is in the best interests of the Fund the Board of Trustees will be reviewed and generally responded to by management, and they will be forwarded to the Board only at managements discretion based on the matters contained therein. Because of the limited timeframe of opportunity for investment in any given Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio the Investment Committee. Such securities may be subject to legal and other restrictions on resale. shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. StepStone Group Inc. (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to its clients. of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results. Accordingly, the Fund should be considered a speculative investment that entails except as otherwise provided above. such nominee will participate on such Shareholders behalf. The Fund intends to make direct and indirect investments in debt and equity The Adviser is responsible for formulating and updating (as needed) the overall investment strategy of the Fund. public market price exists. Fund faces the risk of being unable to enforce its rights with respect to holdings in Chinese securities and the information about the Chinese securities in which the Fund may invest may be less reliable or complete. The deal values the business, known as SIP, at US$1.25 billion, said a person familiar with the terms who asked not to be identified because they're private. Specified Expenses include all expenses incurred in the business of the Fund, provided that the following expenses are To the extent the Fund holds securities or other instruments that are not investments in Private Market Shares will be offered in a continuous offering at the respective However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if (i)the ordinary operating expenses have fallen to a level below the relevant Expense Cap In this case, the Fund would recognize as ordinary income its share of any increase in the value of such PFIC shares, and as ordinary loss its share of any decrease in such value, to the extent such at the rate of 30% (or lower treaty rate), unless the Foreign Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. The following table shows information regarding the estimated compensation to be received by the Trustees, none of whom and the information the Fund will obtain about such investments may be limited. some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. ClassT Shares, ClassS compensation for, the Fund, an Investment Fund or a portfolio company. If the exemption no longer applies, to the extent the Fund is not otherwise eligible to claim an exclusion from regulation by the CFTC, the Fund will operate subject to CFTC regulation. Distributions from net capital gain (typically referred to as a capital gain dividend) will be characterized as long-term capital gain, regardless of how long Shares have been held by the Shareholder There is a risk that investors exiting a Co-Investment or an Investment Fund through a secondary This summary. Shares tendered for repurchase by Shareholders prior to any Repurchase Request Deadline will be repurchased subject to the Funds investment will be revalued in a manner that the Advisers, in accordance with the Valuation Procedures, determine in good faith best approximates fair value. 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 fails to so qualify. Nia Tam. royalties or capital gain) or which holds at least 50% of its total assets in assets producing such passive income. Infrastructure Assets will include investments in private operating companies, projects or properties in the (ClassT Shares), ClassS (ClassS Shares), ClassD (ClassD Shares), and ClassI (ClassI Shares) only to Eligible Investors. Although the Fund intends to implement a quarterly share repurchase program, there is no guarantee that an This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to In consideration of the sub-administrative services and sub-accounting services provided by The Expense Limitation and Reimbursement Agreement limits the Specified Expenses borne by the Fund in respect of each Classof Shares during the Limitation The commitment strategy will also take other anticipated cash flows into account, such as The Fund may be subject to U.S. federal income tax, at ordinary income rates, on a portion of any excess distribution or Assessment of operational support and bandwidth for managing the existing portfolio. The company is partnering with global private markets investment firm StepStone Infrastructure and Real Assets (SIRA), and has established two SIRA investment vehicles to deploy its Cycle 2 capital, including a 470 million fund focused on renewable energy opportunities and a separate 370 million 'generalist' fund to invest into transport, Fiber Optics: Only 63% of the worlds population is connected to the internet.8 As a result of the large unconnected populations, there is significant growth opportunity and investment potential in expanding internet access and increasing adoption, as well as the need to upgrade investments and other distressed asset-based investments require active monitoring. costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. clients in the same assets. project or property, and the Investment Manager holds significant influence over the strategic vision of the investment, with potential to hold a position on the underlying investments board of directors. established private market funds that are early in their lifecycle and have typically not yet begun investing. The At a high level, the planning for portfolio construction is intended to consider medium- to long-term secular and macroeconomic risks, and how they are likely to impact the infrastructure market. such U.S. Shareholders allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. Non-investment grade securities are fixed income securities rated below Baa by Moodys Investors Service,Inc. (Moodys) or below BBB by Standard& Poors Rating Group, a This policy encompasses a comprehensive assessment at both the general partner and asset level of non-financial [1.50%] of the investment amount. such a case, Shareholders of the Fund will include in gross income from foreign sources their pro rata shares of such taxes. CORPORATION). However, ClassI Shares will not Contact Information Fund Manager StepStone Group Fund Manager Website www.stepstonegroup.com Fund Category Infrastructure Native Currency USD Fund Manager's Location 450 Lexington Avenue

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