SecProbe.io

January 23, 2023  Robert W. Long Chief Executive Officer StepStone Group Private Wealth LLC 128 S Tryon St., Suite 880 Charlotte, NC 28202
Re: StepStone Private Infrastructure Fund (the “Fund”)
File Nos. 811-23848, 333-268986

Dear Mr. Long:
We have reviewed the Fund’s registration statement on Form N-2 filed with the
Securities and Exchange Commission on December 23, 2022, with respect to an offering of common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

General Comments

1. We note that portions of the registration statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
2. Please supplementally explain if the Fund has submitted or intends to submit any
exemptive applications or a no-action request in connection with the registration statement, including an application to offer multiple classes of shares and/or to make certain co-investments.  Please inform us of the anticipated timing of any applications or requests for relief.
3. Please confirm that the Fund does not intend to issue debt securities or preferred shares
within a year from the effective date of the registration statement.  If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.
4. In places throughout the registration statement, the disclosure is lengthy, highly detailed
and appears unduly promotional.  Please note, “[t]he purpose of the prospectus is to

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provide essential information about the [Fund] in a way that will help investors make informed decisions about whether to purchase the [Shares] being offered,” and “should include only information needed to understand the fundamental characteristics of the [Fund].”  Form N-2, Part A: The Prospectus.  Also, in compliance with Form N-2, any “’sales literature’…should not significantly lengthen the prospectus nor obscure essential disclosure.”  General Instructions for Parts A and B, 5(b).  Please revise to ensure disclosure is presented in a clear, concise and understandable manner and that it fairly balances the opportunities presented against the risks involved.
5. We note the term “diversified” is used in the disclosure to describe aspects of the Fund’s
portfolio.  As the Fund is categorized as non-diversified under the 1940 Act, to avoid confusion, please delete or replace the term “diversified” throughout the registration statement.

6. Please tell us if you have presented or will present any “test the waters” materials to
potential investors in connection with this offering. If so, please provide us with copies of such materials.

7. Please add a separately captioned section to the prospectus describing material terms of
the securities being offered ( e.g., distribution rights).  Similarly, please add a separately
captioned section describing material terms of your Declaration of Trust or other governance-related matters investors should be aware of when considering an investment
in the Fund.

8. We note your intention to operate as an interval fund and that you will invest in private
infrastructure assets.  Private infrastructure appears to be an asset class that may be illiquid, impacted by changes in interest rates, and irregular cash flows. You also disclose the lengthy holding period of the Fund’s investments, the Fund’s need to fund capital calls and your goal to minimize cash drag.  Given recent market events, including events involving funds that invest in similar asset classes, please consider the need for additional disclosure addressing how you intend to meet your obligations under rule 23c-3(b)(10) under the 1940 Act, including any risks to investors arising from your operations as an interval fund.
Prospectus

Prospectus Cover

9. Please disclose the bullets on the Cover in bold.

10. In Distributions on page 67, the disclosure indicates the Fund’s distributions could
constitute a return of capital to the Fund’s shareholders.  Accordingly, as appropriate, please disclose as additional bolded bullets the following:

x The Fund’s distributions may be funded from unlimited amounts of offering proceeds
or borrowings, which may constitute a return of capital and reduce the amount of

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capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.
x A return of capital to Shareholders is a return of a portion of their original investment
in the Fund, thereby reducing the tax basis of their investment.  As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

11. Please confirm the bullets will also appear immediately above the signature line on the
account registration form or subscription agreement used by investors to purchase Fund Shares.

12. Following the bullets, in the paragraph describing the Fund’s nature as an interval fund,
please disclose the anticipated frequency of the Fund’s repurchase offers, the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the Fund's initial repurchase offer.  Please include a cross-reference to the sections of the prospectus that discuss the Fund's repurchase policies and the attendant risks.

13. Please disclose on the Cover a brief description of the Fund’s objective and its principal
strategies and investments.  In particular, please specify the Fund’s principal strategies that are speculative ( e.g., use of leverage) and include a cross-reference to the disclosure
regarding the risks associated with these strategies.  See Form N-2, Item 1.1.j. and the
Guidelines to Form N-2, Guide 6.

Summary of Prospectus

14. In general, please disclose in the Summary, in a clear and concise manner, the Fund’s
objective and how the Fund proposes to achieve its objective.  In this regard, please disclose clearly what private infrastructure is and the types of companies, vehicles and Investment Funds the Fund invests in to gain access to this asset class.  Briefly explain how the Fund evaluates investments and the portfolio construction parameters it uses to construct the portfolio as a whole.  The disclosure should include investments disclosed in the section Investment Types and Related Risks , beginning on page 31.  Per comment 4
above, please remove extraneous disclosure included in the Summary that does not contribute to an investor’s understanding of the fundamental nature of the Fund.
What is the StepStone Private Infrastructure Fund? (page 1)

15. In the second line of the first paragraph, the disclosure states that private infrastructure
assets is an asset class that “is often less correlated to both public and private assets.”  Please be more specific as to which public and private assets you are referring to and explain why “private infrastructure assets” are different.
16. The first line of the second paragraph refers to “core, core plus and value-add
infrastructure strategies.”  Please briefly explain what these terms mean.

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17. The disclosure in the last line of the second paragraph refers to StepStone as “one of the
largest investment firms that focuses exclusively on the private markets.”  Please disclose the basis for this statement and provide appropriate context.
18. The disclosure in the third paragraph states “The Fund intends to make direct and indirect
investments in debt and equity interests across a variety of private infrastructure investments” within infrastructure areas and “[t]hese private assets together are referred to as ‘Infrastructure Assets.’”  The disclosure in the following paragraph states “the Fund will invest and/or make capital commitments  of at least 80% of its net assets…in
Infrastructure Assets [emphasis added].”  Please clarify the disclosure to indicate specifically how the Fund will invest 80% of its assets in infrastructure.  For example, what percentage of revenue of the companies the Fund invests in is attributed to infrastructure?  What percentage of the Investment Funds will be in infrastructure companies?  In addition, please explain why counting capital commitments towards your 80% policy is consistent with rule 35d-1 under the 1940 Act or revise to remove the reference.
19. The disclosure in the third paragraph indicates that the defined term Infrastructure Assets
includes “infrastructure-related investments”.  Please clarify what these investments are.  As infrastructure-related investments are included in the Fund’s 80% test, please disclose how these investments are economically tied to infrastructure.

20. In the penultimate paragraph on page 1, Secondary Investments , please explain in the
disclosure the meaning of the term “evergreen” with respect to Open-Ended Funds.  Similarly in the second paragraph on page 2, please explain in the disclosure the meaning of the phrase “open architecture approach,” and in the following paragraph, please disclose the meaning of the term “risk-adjusted”.
21. On page 2, in the paragraph Primary Investments , the disclosure states “The Fund expects
that most  of its Primary Investments will be seasoned primary investments... [emphasis
added].”  Will the Fund invest as a principal investment strategy in early stage/venture capital companies either directly or indirectly through Investment Funds?  If so, disclose and disclose associated risks.
22. The disclosure on page 20 states the Fund seeks to “construct a balanced portfolio across
mainly developed economies, with a focus on North America and Europe.”  In this section, or at appropriate place in the Summary, please disclose foreign investment as a principal strategy of the Fund and the associated risks.  Please also disclose investment in emerging markets and the attendant risks if such investment is a principal strategy of the Fund.
Who is responsible for managing the Fund? (page 2)

23. The disclosure in the penultimate sentence in the second paragraph of this section states
“As of September 30, 2022, StepStone oversaw $602 billion[1] including $135 billion of assets under management.”  Please explain to us what “oversaw” means.  The footnote

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attached to “$602 billion” states “”Private markets allocations’ means the total amount of assets under management and assets under advisement.”  What does the phrase “private markets allocations” refer to?  Please also explain to us what the phrase “assets under advisement” means and if this differentiates the Advisers’ assets under management of $135 billion from the $602 billion they oversee.
24. At the top of page 3, the disclosure tells investors to “[p]lease see Stepstone’s website …
for the most up-to-date information.”  Similarly, on page 11, in response to Where can I
find the most current information on the Fund?  you answer that your website “is the best
source for the most current information on the Fund.”  Please rephrase these sentences to avoid any implication that your prospectus is not “up-to-date” or that investors need to look elsewhere for information necessary to understand their investment.
What is the market opportunity that the Advisers believe exists for investors in the Fund?
(page 3) and What are the Fund’s areas of differentiation? (page 4)
25. The disclosure in these sections is technical, highly detailed and appears unduly
promotional.  The disclosure is also repeated later in the prospectus.  In accordance with comment 4 above, please delete or revise as needed.
Please describe the Fund’s features that would be considered ‘investor friendly’?
(Page 5)

26. The first line of this section states “Shareholders can access Infrastructure Assets through
an investment product with terms that are more attractive  than historically available
investment vehicles providing similar exposure [emphasis added].”  Immediately following the phrase “terms that”, please insert the phrase “we believe”, or otherwise qualify this statement.
27. In the fourth bullet, please disclose the Fund may only purchase from 5% to 25% of its
outstanding shares quarterly, and that it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares with any repurchase offer.

Will the Fund invest in the same Infrastructure Assets as other StepStone advised funds
and clients? (page 6)

28. The disclosure in the third sentence of this section states “The Advisers and the Fund
have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates.”  However, the disclosure on page 53 states that costs associated with preparing and filing exemptive applications “in respect of certain co-investment transactions and the ability [to] offer multiple classes of shares” will be borne by the Fund and its shareholders.  Please reconcile these inconsistencies in the disclosure.
What is the difference between Class T, Class S, Class D, and Class I Shares? (page 7)

29. The disclosure in the first line of this section states “The Fund is offering four classes of
Shares to provide investors with more flexibility in making their investment and to

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provide broker dealers with more flexibility to facilitate investment.”  Will the Fund begin operations prior to receiving a multi-class order?  If so, please disclose the Fund will only offer one class of shares until it receives the necessary relief, and that such relief is not guaranteed.
Will there be any limitation on the expenses charged by the Fund? (page 9)

30. The Expense Limitation Agreement is not relevant to the Fund’s objective or strategy and
it is described in excessive detail for purposes of the Summary.  Please revise or delete.
 Summary of Fees and Expenses (page 13)

31. In the narrative preceding the fee table, please disclose the amount of Fund leverage
assumed in making the fee calculations.
32. In footnote 7, please disclose that the effective date of the Expense Limitation and
Reimbursement Agreement is at least one year from the effective date of the registration statement.
33. Please include, if applicable, as a specific line item entitled Transaction Expenses  to
indicate the amount of any fees to be charged to Investors in connection with the repurchase of their shares by the Fund.

Structure (page 16)

34. The first sentence of this section refers to the Fund as a “diversified” closed-end
management investment company.  Throughout the registration statement, disclosure refers to the Fund as “non-diversified”.  Please correct this inconsistency.
Investment Program

 Competitive Strengths (page 17)

35. In the first bullet under Proactive Investment Sourcing , the disclosure references
StepStone as “one of the top global allocators of primary capital in infrastructure.”  As this determination is subjective, please qualify this statement with the phrase “we believe” or similar.

Real Assets Asset Class (page 22)

36. Please clarify the intention of the chart on page 22.  In particular, there is no indication
what the horizontal arrow is showing.  The footnote to the chart states it shows “StepStone’s estimate of current underwriting equity returns.”  If so, please delete the chart as it is potentially misleading.

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Private Debt Asset Class (page 23)

37. In the first paragraph on page 2