be monitored in real-time and controlled remotely, residents can actively track their energy consumption, for example through smart metering infrastructure, and cities can control when and where power is needed. FormW-8ECI,IRS FormW-8IMY or IRS FormW-8EXP, or an acceptable substitute or successor form). speculative characteristics and may carry a greater risk with respect to a borrowers capacity to pay interest and repay principal. 7 Worldwide IDC Global Data Sphere Forecast, 20222026: Enterprise Organizations Driving Most of the Data Is there a minimum size for this offering? matters, including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Funds non-U.S. investments are adjusted amount. 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 minimum initial investment for ClassI Shares in the Fund from each investor is at least [$1,000,000], and the minimum additional investment in the Fund is [$100,000], except for additional purchases pursuant to our dividend reinvestment plan. The Adviser will pay 50% of the Management Fee proceeds to the Sub-Adviser on a valuation of the Funds investments in the Private Market Assets is performed in accordance with Topic 820 Fair Value Measurements and Disclosures. Inadequate Return. 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 The actual realized returns on the Investment Managers unrealized investments will depend on, among other factors, they will have no recourse against Investment Funds or their Investment Managers. Financial accounts (collectively, with the other accounts advised by the Advisers and their affiliates, Other Accounts). If the QEF incurs losses for a taxable year, these losses will not pass on the Funds ability to achieve its investment objective and the value of the Shares. The tax basis in the Shares repurchased or transferred by the Fund, to the extent remaining after any dividend and return of capital distribution with respect the Code, as applicable. regarding the Funds investment portfolio. If the Fund, or possibly an Investment Fund, either (1)holds an appreciated financial position with respect to stock, The overall Inflation Hedge: Most regulated infrastructure assets, and many non-regulated concession agreements will not try to exempt certain users categories from tolls or other usage-related fees or negotiate lower tolls or other usage-related fee rates. If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given subject to CFTC regulation, as well as related National Futures Association rules, the Fund may incur additional compliance and other expenses. Investment Funds in which the Fund anticipates investing during the first 12 months of operations, which may change substantially over time, therefore, significantly affect Acquired Fund Fees and Expenses. The Management Fee is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month (including any assets in respect of Shares that will be repurchased by the Fund as distributions that they receive from the Fund. The QEF election may not be able to be made with respect to many PFICs because of certain requirements that the PFICs themselves would have to satisfy. may differ from those described herein. 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 and will not be policies affecting their operations, separate from any contractual rights that the government counterparties may have. No assurance can be given that the federal income tax purposes in a foreign entity classified as a corporation for U.S. federal income tax purposes and considered a controlled foreign corporation (CFC) under the Code, the Fund may be treated as receiving a deemed 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. determining whether the Fund satisfies the distribution requirements applicable to RICs, even to the extent the amount of the Funds income deemed recognized from the CFC exceeds the amount of any actual distributions from the CFC and the In such cases, the As a result, the risks of a dispute includes, among other items, dividends, 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 After the end of each calendar year, Shareholders will be provided a Form1099, containing information regarding the amount and character of distributions received from the Fund during the calendar year. Recent developments in relations between the United States and China have Residential Properties. limited extent on matters that may be adverse to the Funds interests. audit of the Fund, expenses related to the unaudited financial statements of the Fund and expenses related to the preparation, review, approval and filing of the Funds tax information; recordkeeping, custody and transfer agency fees and expenses; the costs of errors and omissions/Trustees and officers liability insurance and a fidelity bond; the Management Fee and the Administration Fee; fees paid to third-party consultants or service providers relating to the Funds establishment or demand for an entire class of infrastructure assets or for infrastructure investments in the region of the terrorist attack, which could adversely affect the profitability of the Co-Investments. able to take advantage of this 20% deduction with respect to any such amounts passed through. Equity. Mr.Reisler has also held roles at RBC and start-ups. This policy encompasses a comprehensive assessment at both the general partner and asset level of non-financial Shareholder, for this purpose, is any U.S. person that possesses (actually or The Adviser is responsible for the overall management of the Funds activities. leveraging sustainable business practices. limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual In addition, if the Fund is not treated as a publicly offered regulated investment company, the Fund will be subject to limitations on the deductibility of certain With regard to secondary purchases of Investment Funds, StepStone typically manages the allocation of the transactions across its clients. tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. Shareholder that is an Allocation of Co-Investments is a hybrid of StepStones approach on Investment Funds; in certain cases, Co-Investments are through the Funds investments in the underlying assets, including any fees and expenses charged by the Investment Managers (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. with different information. systems capable of addressing alternative Reference Rates. The investments held by StepStone maintains physical, electronic and procedural safeguards to guard a Notice Recipients nonpublic personal information. government regulation and intervention, energy conservation efforts, litigation and negative publicity and perception. increasing or decreasing the NAV of the Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase As a result, the relative lack of liquidity and co-investment exemptive relief. Funds Board and providing it with information, providing accounting and legal services in support of the Fund, compliance testing services, analyzing the value of the Funds assets, and reviewing and arranging for payment of the Additionally, the Fund may acquire interests in Secondary Investments through structured transactions such as collateralized Notice Recipient). Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or Any representation to the contrary is a criminal offense. failure of irrigation or other mechanical systems used to cultivate the land, financial conditions of tenants, marketability of any particular kind of crop that may be influenced, among other things, by changing consumer tastes and preferences, not exceed one third of the value of its total assets (including the indebtedness). 8 We Are Social: More Than 5million People Now Use the Internet, 4/27/2022. Sumitomo Mitsui Asset Management has also been appointed as the gatekeeper to conduct due diligence on the fund of funds manager during the . addition, Infrastructure Assets may, in some cases, be newly organized with limited operating histories upon which to evaluate their performance. to [3.50%], [3.50%], and [1.50%] of the investment amount, respectively. If the Fund does not qualify as a RIC, it will be treated for tax purposes as an Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions In and may have an effect on the value of the positions so held, or may result in a financial intermediary having an interest in the issuer adverse to the Fund or the underlying Investment Fund. no case lower than [$25,000]) on initial purchases rather than the higher (in most cases, substantially higher) institutional threshold that would be required from co-investors in each of the underlying operations, and neither purports to be a complete analysis of all relevant tax rulesand considerations, nor does it purport to be a complete listing of all potential tax risks inherent in making an investment in the Fund. other sources. environmental impact, community and environmental groups may protest about the development or operation of a Co-Investment, and these protests may induce government action to the detriment of performance of such sanctions. Additionally, certain Infrastructure Assets may include or invest in Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax As of September30, 2022, StepStone oversaw $602billion1 including $135billion of assets under management. Such subsidiary entities generally will be required to incur entity-level income taxes on their earnings, which ultimately will reduce the return to Shareholders. for the purpose of determining the Funds NAV on a Determination Date. partner and at the asset level where relevant. budgets, forcing policymakers to look to private investment to build and repair critical infrastructure. Real estate investments may fail to carry comprehensive liability, fire, flood, Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule The Adviser is responsible for formulating and updating (as needed) the overall investment strategy of the Fund. We may invest, directly and indirectly, in companies located in emerging industrialized or less emissions in cities, a paradigm shift is expected. at which such Shares will be repurchased until the Funds NAV as of the Valuation Date is able to be determined, which determination is expected to be able to be made in the month following that of the Valuation Date. The Fund may accept additional subscriptions for Shares as Financial intermediaries may be subject to certain conflicts of interest with respect to the Fund. Funds investments, payment obligations and financing terms may be based on floating rates, such as certain London Interbank Offer Rates (collectively, LIBOR), Euro Interbank Offered Rate and other similar types of reference rates accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. The Distributor and/or any Selling Agent may impose additional eligibility requirements for investors who purchase Funds Board of Trustees is comprised of persons who are independent trustees. information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus. The Dodd-Frank Act contains changes to the existing regulatory structure in Regulatory and Legal Risks. Subject to applicable legal requirements, the Advisers may select a broker based partly upon brokerage or research services provided to Funds investment strategy is to prioritize a proactive sourcing approach for all forms of Infrastructure Assets, driven by a thoughtful portfolio construction plan. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real . 3 According to MSCI Private Infrastructure facility during the first 12 months of operations. data services to its clients. across all asset classes and strategies at StepStone. The Fund intends to make distributions semi-annually in amounts that represent substantially all net with a focus on North America and Europe. to Shareholders. No ruling has been or will be obtained from the Internal Revenue Service (IRS) regarding any matter relating to the Fund or the Shares. securities exchange. prevailed in 2008, could impair the Funds profitability or result in its suffering losses. with their overall investment plans.]. rates are highly sensitive and are determined by many factors beyond a financial institutions control, including general and local economic conditions (such as inflation, recession, money supply and unemployment) and the monetary and fiscal 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. will be set forth in the Funds first annual or semi-annual report following the commencement of operations. The Funds investment objective and strategies are non-fundamental and may be Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. He was responsible for the day-to-day operation of the firm, and he was the head of distribution. income or loss in accordance with Section988 of the Code. The Fund seeks current income and long-term capital appreciation by offering investors access to a globally StepStone may The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Advisers mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over whether the party within the chain of ownership that is significant. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in Private Market Assets. adversely affected by, among other things, the growth of alternative forms of retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes, changes in spending patterns and lease Gain or loss will arise upon exercise or lapse of Section1256 Contracts. The Adviser is responsible for In line with Brunel's objectives, we will continue to target responsible investing with a clear focus on sustainability and climate change as well as other . Shareholder has been notified by the IRS that such Shareholder is subject to backup withholding. Investments in Chinese securities, including certain Hong Kong-listed and U.S.-listed securities, subject the Fund to risks specific to China. March 31. Financial foreign portfolio companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. global pandemic. 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 and the information the Fund will obtain about such investments may be limited. primaries, these investments, like secondaries, may receive earlier distributions, and the investment returns from these investments may exhibit less of a delayed cash flow and return J-Curve than Thus, they are not typically expected to exhibit the initial decline in NAV associated with In this regard, an Investment Manager may face a conflict of interest in valuing the No less than [21] days and no more than [42] days before each Repurchase Request Deadline, the Fund shall make available to Reverse repurchase agreements will not be included in the calculation of whether the Fund is a limited derivatives user (unless the Fund determines to treat such agreements and transactions as such financing may be reduced dramatically, limiting the ability of private equity funds to obtain the required financing or reducing their expected rate of return. company, the Funds ability to invest in other investment companies, private funds and other investment vehicles may be limited and, under these circumstances, the Funds investments in other investment companies, private funds and other various payments that financial intermediaries may receive from investors and the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it 13 Private markets allocations means the total amount of assets under management and assets under advisement. China is an emerging market and has demonstrated significantly higher volatility from time to time in comparison to developed ClassT Shares have an upfront maximum total sales load of [3.50%] which is split between a maximum repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed [2]% of the outstanding Shares of the Fund on the Repurchase Request Deadline. The Fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. project or property generally alongside who we believe to be a high-quality Investment Manager. including a fixed fee, a fee determined by a formula that considers the amount of client assets invested in the Fund, the timing of investment or the overall NAV of the Fund, or a fee determined in some other method by negotiation between the RESULT OF THE FUNDS INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A initial investment for any individual investor will not be reduced below [$25,000]. tendered pursuant to the repurchase offer. Infrastructure Assets may include direct and indirect investments in a number of different currencies. The Fund has been organized as a continuously offered, diversified derivatives for all purposes under the rule), but if the Fund is subject to the VaR testing, reverse repurchase agreements and similar financing transactions will be included for purposes of such testing. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Funds investment portfolio will be engaged in substantial activities other than on Adviser may extend the Limitation Period for a period of one year on an annual basis. limited to real estate, private equity and private debt. In addition to the U.S. federal income tax consequences summarized above, Shareholders and prospective Shareholders a one-year term beginning on the initial closing date for subscriptions for Shares and ending on the one-year anniversary thereof (the Limitation Period). this Notice include, among others, current clients and investors, prospective clients, former clients, employees of managers with whom StepStone has conducted business, and employees of StepStone or any of StepStones affiliates (each a uses of leverage are to manage timing issues in connection with the acquisition of the Funds investments (e.g., to provide the Fund with temporary liquidity to. If a Shareholder wishes to accept the average cost method as its default cost basis calculation method in respect of Shares in its account, the Shareholder does not need to take any additional action. Under the Codes, In addition to the particular matters set forth in this section, Therefore, they tend to exhibit a lower correlation to economic cycles which may provide protection from the volatility in other asset classes.

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