equity interests of the portfolio companies subsidiaries. The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain brokers, The Board of Trustees has a separately-designated standing Audit Committee. interests of the Fund. such measurements may not be as reliable as performance information for other investment products because, among other things: (i)there is often no market for underlying investments, (ii)Private Market Assets take years to achieve a may direct StepStone not to make such disclosures (other than disclosures permitted or required by applicable law or otherwise permitted by StepStones privacy policy). In that case, all of (e.g., crops and livestock) that produce food, fiber, and renewable energy feedstocks. The criteria for qualifying as an accredited investor are set forth in the investor application that must be completed by each prospective investor. In addition, infrastructure investments may be subject to rate regulation by government agencies because of their unique No financial intermediary is prohibited from purchasing The Fund will provide Shareholders with access to Infrastructure Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Specific Infrastructure Assets in which the before the end of any taxable quarter of its taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. Absent material conflicts, the investment professionals responsible for the investment to which the proxy materials relate, in Section988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other receivables or Where the Fund acquires a secondary Investment Fund, the Fund may acquire contingent liabilities associated with such under the Exchange Act. operations and fees paid to third-party providers for due diligence and valuation services; the costs of preparing and mailing reports and other communications, including proxy, repurchase offer through to shareholders such taxable ordinary REIT dividends. Under normal circumstances, the Fund will invest and/or make capital commitments of at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. permanent capital vehicle that was the largest publicly traded fund of private equity funds. However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if the ordinary operating expenses have fallen to a level below the Partners, where he was responsible for creating a new business unit to sell business development companies to registered investment advisors (RIAs), strategically setting a vision for the products and executing that vision in the marketplace. Issuers may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, The Adviser has entered into a Sub-Advisory Agreement with StepStone Group LP. dependent upon the performance and disposition of each Primary Investments portfolio investments. These transactions involve a risk that the other party to a StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance information that you may want to consider when making your investment decision. If an election is made to treat the PFIC as a qualified electing fund under the Code (a QEF), then the Fund would be required, in lieu of the foregoing requirements, to include in income each year Distribution for a discussion of the differences between our ClassT Shares, ClassS Shares, ClassD Shares, and ClassI Shares. Investment Funds investment portfolio. impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative. The Chairperson participates in the preparation of the agenda for meetings of the Board and the preparation of information to be presented to the Board with respect to matters to be acted upon by the Other adjustments may occur from time to time. costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. The ClassT Shares NAV plus the ClassS Shares NAV plus the ClassD Shares NAV plus the to the Advisers. Shareholders interests in the Fund if subsequent investments underperform the prior investments. Certain prospective ERISA Plan investors may currently maintain relationships with the Advisers or one or (the Code), the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. the time period between the Notice Date and the Valuation Date, general economic and market conditions, or specific events affecting one or more underlying Private Market Assets, could cause a decline in the value of Shares in the Fund. as determined by the Fund in its sole discretion. Section988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other focus may constrain the liquidity and the number of portfolio companies available for investment. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund The investments held by investment level and liquidity using a commitment strategy which will balance total returns with reoccurring distributions and liquidity targets; and (iii)managing risk through ongoing monitoring of the Funds portfolio and active If an election is made to treat the PFIC as a qualified electing fund under the Code (a QEF), then the Fund would be required, in lieu of the foregoing requirements, to include in its income each Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio Since its inception, StepStone has invested in Secondary Investments that were 70-75% deployed on average. The Distributor is authorized to enter into Sub-Distribution Agreements with brokers, dealers and certain RIAs and other financial intermediaries to effect the distribution Shareholder will be treated as having received or accrued a dividend from the Fund in the amount of such U.S. Shareholders allocable share of these fees and expenses for such taxable the Funds administration and accounting teams, representatives from the Funds independent registered public accounting firm, the Funds Treasurer and portfolio management personnel and independent valuation and brokerage evaluation received a distribution equal to the amount payable to them in cash as a distribution had the Shareholder not participated in the DRIP. The Registrant hereby amends this Registration Statement on such date or dates as may be consider the potential state and local tax consequences associated with an investment in the Fund. believes that a closed-end structure is most appropriate for the long-term nature of the Funds strategy. Assessment of the managerial capability of the Investment Manager and the quality of the Investment Fund, The table assumes the maximum What is the StepStone Private Infrastructure Fund? 30 years of operational experience working in private equity, private markets distribution and asset management businesses. The Advisers believe investors should consider the following factors when considering an investment in the Fund. The Sub-Adviser has adopted the following procedures to implement StepStones firm policy in regard to the Fund. 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. subject to the overall supervision of the Adviser and the Funds officers and Board of Trustees. As such, certain conflicts of interest may exist between such persons and a financial intermediary. the Fund. The Fund, in conjunction with the Advisers and the Funds Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Fund, against certain liability capital calls and distributions. To the extent a debt investment is collateralized by the Inflation Hedge: Most regulated infrastructure assets, and many non-regulated An The fair value prices can differ from market prices when they become available or The Advisers also continue to monitor the assets by meeting with Investment Managers, attending annual meetings, serving on In between regular meetings, Fund officers also communicate with the Trustees regarding material exceptions and items relevant to the Boards risk oversight function. securities (except reverse repurchase agreements) subject to a value-at-risk (VaR) leverage limit, certain other testing and derivatives risk management fractional Shares voting proportionally, on matters submitted to the vote of Shareholders. seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any Emerging Markets. receive any consideration in return for entering into a voting waiver arrangement. in which the Fund can invest. Depending on market conditions, however, the availability of The Dodd-Frank Act and the rulesalready promulgated or to be promulgated thereunder may negatively impact the ability of an Investment Fund and, in turn, the Fund, to meet its Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. Demand and Usage Risk. Accordingly, individual (and certain other non-corporate) Shareholders of the Fund that have received such taxable ordinary REIT dividends may be would have a higher risk-return profile during a development, construction, and early operations stage, but ultimately qualify as a core asset for the long-term hold period. economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi)the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii)differing, and potentially less well developed or well-tested laws regarding creditors rights (including From time to time, the Fund or its affiliates may come into possession of material, non-public information concerning an entity in which the Fund has invested or proposes to invest. The initial per Share offering price for Shares will be $10.00 per share. Shareholders should consult their own tax advisors regarding See Investment Program StepStone Allocation Policy.. infrastructure sector companies; (v)risks associated with employment of personnel and unionized labor; (vi)political and regulatory considerations and popular sentiments that could affect the ability of the Fund to buy or sell As a result, certain investments may be appropriate for the Fund and also for other Related Investment Accounts. StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone. The Fund, as a holder of the securities of other investment companies, will bear its pro rata portion of the other investment ongoing income. The Fund may terminate the DRIP at any time. The Funds borrowings will at all times be subject to the Asset Coverage Requirement. A financial intermediary is expected to provide certain such services to the Fund in connection with the Fund obtaining a credit facility, if any such facility is obtained. Indemnification of sellers of secondaries may be required as a Mr.Reisler received a Bachelor of Commerce (Hons) from McGill University and an MBA (Hons) and Diploma in Infrastructure and Real Estate from the Schulich School of Business in Canada. Over his career, he has built a broad and deep network within the financial advisor and broker dealer communities. Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. enable support for biodiversity and ecosystems. If you are eligible to purchase all four classes of Shares, then in most and in a manner as will not discriminate unfairly against any Shareholder. company managed by Oak Hill Advisors, a leading global credit investment firm. In addition, market prices for foreign securities are not determined at the same time of day as the NAV for the Fund. First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. Access Persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. Chinese companies with among other factors. The Chairperson also presides at all meetings of the Board and is involved in discussions regarding matters pertaining to the oversight of the management of the Fund between meetings. Accordingly, the Funds portfolio may be exposed to the risk of highly The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. Shares will generally be offered for purchase on each business day, except that Shares may be offered more or less frequently The minimum initial and additional investments may be ruling has been or will be obtained from the Internal Revenue Service (IRS) regarding any matter relating to the Fund or the Shares. The actual realized returns on the Investment Managers unrealized investments will depend on, among other factors, ClassT Shares, ClassS Shares or ClassD Shares sales and support. issuer, and (ii)not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the Fund controls and that in the Investment Fund. For both venture capital bona fide offering thereof. Thereafter, Co-Investment throughout the entire year. Fund has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. Fair value pricing involves subjective judgments, and it is possible that the fair value determined for a security is materially different than the value that monitoring by the Advisers and the Funds administrator. (2), Distribution and Shareholder Services Plan. website is not incorporated by reference into this Prospectus, and investors should not consider it a part of this Prospectus. This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct 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 Adviser and such financial intermediaries. No. No less than [21] days and no more than [42] days before each Repurchase Request Deadline, the Fund shall make available to The Adviser will prepare, and make available to Shareholders, an audited annual report and an unaudited estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 20406. An early repurchase fee (the Early Repurchase Fee) payable to the Fund will be charged with company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. 6 Global Infrastructure Outlook: charitable remainder unitrust (each as defined in Section664 of the Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust. Shares are sold to investors who represent that they are an accredited investor within the meaning of Rule 501 of The outbreak of a novel coronavirus to extensive government regulation. The following disclosure supplements the disclosure set forth under the caption Types of Investments and once undertaken, any of which could have a material adverse effect on a Co-Investment or the Fund. profits to support a dividend and (ii)the Shareholders tax basis in the relevant Shares repurchased. What are the Funds areas of differentiation? 900 professionals across 24 offices in 15 countries. The Sub-Administration Fee with a focus on North America and Europe. Sub-Administrator. Each Trustee serves an indefinite term, until his or her successor is elected. these limits. The Adviser was established in 2019. compliant) with extensive reporting and withholding requirements designed to inform the Treasury of U.S.- owned foreign investment accounts unless various U.S. information reporting and diligence requirements (that are in addition to and Subscriptions will be effective only upon the Funds acceptance, and the Fund reserves the right to reject any The Fund generally will be required to report to the IRS and each Shareholder the cost basis and holding period for each but not yet purchased and margin fees; attorneys fees and disbursements associated with preparing and updating the Funds registration The securities in which the Fund or an Investment Manager may invest may be among the most junior in a based on the extensive diligence conducted by its research professionals while leveraging the capabilities of the entire StepStone organization and its potential access to superior information. If, however, a In addition, our investments will be disproportionately exposed to the risks associated with the region of concentration. is speculative and involves certain risks. Shareholders and to otherwise provide the Fund with liquidity. The Advisers believe the following competitive strengths create an attractive opportunity for investors when considering an objectives and policies similar to those of the Fund or an Investment Fund. periodic basis pursuant to a share repurchase program, as discussed below. In general, the use of leverage may increase the volatility of an investment in the Fund. Availability of Investment Opportunities. There is a risk that investors exiting a Co-Investment or an Investment Fund through a secondary federal income tax purposes. Securities Ownership of Portfolio Manager. As described below, however, the Fund bears all other expenses related to its investment program. The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the Payment pursuant to the repurchase offer will be made to the Shareholders address of record, or credited directly to a predetermined bank account on the platform designed to expand access to the private markets for high net worth investors. A terrorist attack involving the property of an infrastructure asset, or property under control of a portfolio company, may result in liability far in excess of available insurance coverage. and losses. significant returns, they involve a substantial degree of risk. Committee. See Investment ProgramLeverage.. subscription in whole or in part. commercial and municipal markets may need to revamp their outdated systems in order to charge EVs, store energy and modernize power grids. It is likely that many of the assets in which the Fund invests will not pay However, the Fund may accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. Regulation D under the Securities Act. An The Notice Date generally will be approximately 35 days prior to the date as of which the Shares to be repurchased are valued by the Fund (the Valuation Further, investment opportunities may arise where there is more demand from the Fund and other StepStone clients for a particular generally would be characterized as dividend income to the extent of the Funds current and accumulated earnings and profits. prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. preferential dividends that are distributed to U.S. stockholders on a non-pro-rata basis. whether, the partnership or the partners receive cash distributions for such taxable year. investors to the private markets where he recruited Mr.Menard. erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. Notice Recipient). federal income tax. Advisers (as set forth below) and their age, address, positions held, length of time served, principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Interested Trustee and the other policies and procedures and systems will not change without notice to the Fund. When we invest, directly or The members of the Audit Committee of the Fund are [ ]. (6)purchase or sell commodities or commodity contracts, except that it may purchase and The Dodd-Frank Act contains changes to the existing regulatory structure in A copy of the Prospectus may be obtained by contacting the Fund at the telephone number or address set forth above. Secondary Investments often receive earlier distributions and the returns from these investments invests may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. annual fee of [ ]. There can be no assurance, however, 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 This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product. Pursuant to the dividend reinvestment plan established by the Fund (the DRIP), each Shareholder whose Shares are Thus, in general, the Funds private markets allocation will consist of both funded and unfunded commitments. case of an estate or trust) exceeds certain threshold amounts. principal office of the Distributor is located at [ ]. If you meet the suitability standards and choose to purchase Shares in this offering, you should proceed as The Fund has entered into a Distribution Agreement under which the Distributor, with principal offices at [ ], Secondaries are generally in Central Florida. a refund. typically designed to provide consistent income streams and quarterly liquidity over a long-term investment horizon (Open-Ended Funds). other than the U.S. dollar may be affected significantly on a day that the NYSE is closed, and an investor is not able to purchase, redeem or exchange Shares. Funds assets (including any proceeds received by the Fund from the offering of Shares) are invested in Private Market Assets. and net capital gain (at ordinary income and capital gains rates, respectively), even if not distributed to the Fund. As a result, the relative lack of liquidity and StepStone Private equity is a common term for investments that are typically made in non-public Where the Fund acquires a secondary Investment Fund, The effects to public health, business and market conditions resulting from the COVID-19 pandemic may have a significant negative impact on the Any such sales would likely require the consent of the applicable Investment Manager or portfolio company and could occur at a discount to the stated NAV. SIRA has significant The Board reviews and ratifies the execution expectations of return and liquidity of each asset of the Fund. decisions to not only modernize transportation systems and utilities but also incentivize their use. The Fund will inform Shareholders of the amount and character of its distributions Under one provision of the 1940 Act, the Fund may not acquire the securities of other In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal certain of the Private Market Assets and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management Investors.. Infrastructure Risk Index), allowing it to track and compare qualitative and quantitative risk factors as a relative assessment of risk and risk-adjusted returns across every deal. Strategic assets are assets that have a national or regional profile and may have monopolistic or oligopolistic characteristics. Self-Storage Properties. The 1940 Acts Asset Coverage Requirement requires a registered investment company to satisfy US, federally tax-exempt Shareholder has engaged in a borrowing or other similar transaction to acquire its Shares. including the Investment Managers ability and bandwidth for managing the existing portfolio towards liquidity. Notwithstanding their ability to exercise their voting privileges, Shareholders in their capacity as StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized . StepStone is a global private markets firm providing customized investment and advisory solutions to investors in the world. selling commission of [3.00%] and a maximum dealer fee of [0.50%]. 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 Brazil: StepStone Group (CHINA) Limited: China: StepStone Group (HK) Limited: Hong Kong: StepStone Group Europe LLP: United Kingdom: StepStone Group Holdings LLC: Delaware: StepStone Group LP: Delaware: StepStone Group . Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, StepStone Private [Valuations Subject to Adjustment. inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. participation in the growth of the remaining assets, or a specific asset, beyond a funds traditional exit time frame. The Sub-Adviser will maintain a record of the resolution of any conflict of interest. the Code) other than the U.S. dollar. portfolio construction. To invest in ClassT Shares, ClassS Shares or ClassD Shares of the Fund, a Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. If the Fund, or possibly an Investment Fund, enters into certain derivatives (including forward contracts, long positions The Fund had not commenced operations as of [ ], and except as noted below,no persons owned of record or The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. The value and successful operation of a self-storage property may be affected Management Fee of 1.50% on NAV in relation to an investment in the Fund, calculated monthly in arrears, at the rate of 0.1250% per month of the value of the Funds average daily net assets. if any, held by the Trustees, are shown below. attributes or skills of each Trustee, including those enumerated in the table below, the Board has determined that each of the Trustees is qualified to serve as a Trustee of the Fund. Repurchase Payment Deadline). the Funds after-tax return from these investments. financial markets, may adversely affect operations of the third-party co-investors and in turn, the Fund. 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 ClassI Shares NAV equals the total value of the net assets of the Fund. Sector Risks. Dividends paid by PFICs will not be treated as qualified dividend income. In certain cases, the Fund will not be Infrastructure assets in particular may face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. closing and (v)industry performance information for Fund Investments may be skewed upwards due to survivor bias lack of reporting by underperforming managers. Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. generally, have less predictable operating results, may from time to time be parties to litigation, may be

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