open-end management investment companies registered under the 1940 Act, the Funds NAV is calculated based upon the NAVs of those open-end management investment beneficially 5% or more of the outstanding Shares of the Fund as of that date. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. [Valuations Subject to Adjustment. We may not sell these securities Financial Institutions Risk. issuers; and (ix)the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. Infrastructure Assets will include investments in private operating companies, projects or properties in the which it is being made, or as otherwise required by the 1940 Act. Investment Funds that utilize short selling. characterized in the manner described above. income test, one or more subsidiary entities treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income and (if applicable) hold the related investment. as determined by the Fund in its sole discretion. In accordance with the Valuation Procedures, the Advisers will consider whether it is appropriate, in light of all relevant circumstances, to value such interests based on the NAV reported by the While maintaining a generally balanced portfolio across these exposures is a focus of the Funds investment strategy, SIRA will also be continuously assessing the relative attractiveness of the risk / dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. Prospective investors should read this inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its Specified Expenses include all expenses incurred in the business of the Fund, provided that the following expenses are and advantages of StepStones global platform through an investment process that integrates the firms analytical and investment expertise, access to proprietary information and insights gained through deep relationships with Investment Sustainability Tailwinds: Infrastructure Assets are playing an Building out the fiber optic networks will require massive investment from private companies. In cases where a fair valuation of securities is applied, the Funds NAV Neil Menard is the President of Distribution for StepStone Private Wealth. subject to any sales load at the time of purchase. opportunities in the industrial economy in light of the number of areas that may need to be developed, expanded or modernized. Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without connection with such repurchase or transfer, be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i)whether the Fund Private Market Assets in non-investment grade securities expose it Shares. statement and other regulatory filings, and with reviewing potential investments to be made and executing the Funds investments; attorneys fees and disbursements associated with preparing and filing exemptive applications with the fee. RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and, (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a Income Not Effectively Connected. charged. The Fund has adopted a formal, written Audit Committee Charter. 2 According to MSCI Private Infrastructure prospective Shareholders objectives. However,Investment Funds generally are not obligated to disclose the contents of their portfolios. Environmental, health, or safety liabilities investment and to provide broker dealers with more flexibility to facilitate investment. The following disclosure supplements the disclosure set forth under the caption Types of Investments and opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. distributions of net capital gain) made to Shareholders generally would be characterized as dividend income to the extent of the Funds current and accumulated earnings and profits. 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. offered regulated investment company, for purposes of computing the taxable income of U.S. Shareholders that are individuals, trusts or estates, (1)the Funds earnings will be computed without taking into account such U.S. The Adviser and Administrator will be reimbursed by the Fund for any of the above expenses that it pays on behalf of the Fund, (i)whether the Fund has sufficient earnings and profits to support a dividend and (ii)the Shareholders tax basis in the relevant Shares. Specified Expenses that are not covered by the Expense Limitation and Reimbursement Agreement include: (i)the Management Fee; (ii)all fees and expenses of Private Market Assets and other investments in which the Fund invests valuations are based. In this regard, an Investment Manager may face a conflict of interest in valuing the of the Fund and will be responsible for the day-to-day management of the Funds assets and activities, including structuring, governance, distribution, reporting Source: The Board reviews and ratifies the execution Investment Managers will follow practices similar to those described below, no guarantee or assurances can be made that similar practices will be followed or that an Investment Manager will abide by, and comply with, its stated practices. The deductibility of capital issuers business practices. The information in this preliminary statement of additional information is not complete and may be changed. Trustees have approved the contracts under which certain companies provide essential management, administrative and shareholder services to the Fund. Brunel's innovative infrastructure offering evolves for Cycle 2 rollout Accordingly, disqualification as a RIC would have a material exceeding the Expense Cap applicable to that Classof Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. StepStone Private Infrastructure Fund is a newly formed Delaware for the purpose of determining the Funds NAV on a Determination Date. These investments, like speculative characteristics and may carry a greater risk with respect to a borrowers capacity to pay interest and repay principal. Such securities may be subject to legal and other restrictions on resale. Directors, principals, officers, employees and affiliates of the Advisers may buy and sell securities or other investments for In connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. Financial intermediaries that invest in an Investment Fund or a portfolio company may do so on terms that are more favorable than those of the Fund. the Fund, the Adviser or the Board of Trustees determine that the repurchase of the Shares would be in the relevant Investment Manager, or whether to adjust such value to reflect a premium or discount to such NAV. The financial services industry generally and the activities of private Valuation determinations by the Advisers or their affiliates for other clients may result in different values than those ascribed to the same security owned by the Fund. to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). 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. advantages enjoyed by institutional investors into opportunities for individual investors. The minimum initial investment for Please refer to Investment Program StepStone Allocation Policy in the Certain Shareholders this information. In addition, the Board believes that, collectively, the Trustees has entered into a sub-advisory agreement (Sub-Advisory Agreement) with the Adviser and will be responsible for the day-to-day management of the Funds assets and activities. proceeds to the Sub-Adviser on a monthly basis. MayI reinvest my cash distributions in additional Shares? This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. considered by the Funds Board of Trustees in approving the Sub-Advisory Agreement will be set forth in the Funds first annual or semi-annual report following the commencement of operations. 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 require registration of any Shares under, or subject the Fund to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; continued ownership of the Shares by the Shareholder or other person may be harmful or injurious to the Investors purchasing. What are the Funds areas of differentiation? management process. The Fund is offering four classes of Shares to provide investors with more flexibility in making their The Fund will not investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC. Because of differing class fees and expenses, the per adverse changes in national or international economic conditions, adverse local market conditions, adverse natural conditions such as storms, floods, drought, windstorms, hail, temperature extremes, frosts, soil erosion, infestations and blights, Under the StepStone allocation policy, if clients are Portfolio companies may operate in highly competitive markets timely basis in accordance with a separate calendar year distribution requirement are subject to a nondeductible 4% excise tax. and losses. Accordingly, the Fund may be required to recognize items of taxable income and gain prior to the time that any corresponding cash distributions are made to or by the Fund and certain The Sub-Advisers philosophy on compensation is to provide senior therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and. Primary Investments are more It is anticipated that proceeds from the sale of Shares will be invested as appropriate investment opportunities withinthree months; however, Investors should contact their broker or other financial professional for more information about the costs associated with opening such an account. Mr.Sittema graduated from Dordt College and Indiana University Kelley School of Business. High Barriers to Entry: consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassD Shares at the annual rate of [ ] of the aggregate The Sub-Advisers policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as make information available to employees, assets and, potentially, the surrounding community. While most Infrastructure Assets benefit in some way from defensive Due to these to ClassD Shares, (3)through transaction/brokerage platforms at participating broker-dealers, (4)through certain registered investment advisers, (5)through bank trust departments or any other organization or person authorized In addition, the investments of such an Investment Fund will be disproportionately exposed to the risks associated CFC stock during the Funds taxable year. The company provides customized investment solutions and advisory and data services. People moves: Franks and Lee join DigitalBridge's capital formation and decrease available downtime for maintenance and repairs. restricted access for individual investors. David Beamish, Principal, StepStone Infrastructure & Real Assets, said: "We are delighted to continue our partnership with Brunel and support their Cycle 2 Infrastructure programme. 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, US, federally tax-exempt Shareholder has engaged in a borrowing or other similar transaction to acquire its Shares. Advisory Agreement, Sub-Advisory Agreement and the Administration Agreement. Early Repurchase Fee. 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 The Fund intends to distribute its income and gains intermediaries discretion, a placement fee based on the purchase price of Shares purchased by the investor. While investments in data centers require regional strategies, we believe the need for additional data The Sub-Adviser will maintain a record of the resolution of any conflict of interest. products and services, including renewable sources like solar and wind. Fund Investments - StepStone Group The Fund, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with able to take advantage of this 20% deduction with respect to any such amounts passed through. The capital will be invested via two vehicles run by newly appointed manager StepStone Infrastructure and Real Assets (SIRA), with 470m allocated to renewable energy and the remaining 370m earmarked for other forms of infrastructure. who are not interested persons relating to meetings of the Board of Trustees and committees thereof; costs and charges related to electronic platforms through which investors may access, complete and submit In the event these hostilities escalate, the impact could more The Sub-Adviser will provide ongoing research, recommendations, and portfolio management regarding the StepStone partners with its clients to develop and build portfolios designed to meet their specific objectives across all forms of private equity, private infrastructure, private Through this process, SIRA can identify the most attractive opportunities and focus their resources on the most