Correspondence 0001193125-25-033459 from StepStone Private Infrastructure Fund (CIK 0001957892)
StepStone Private Infrastructure Fund (CIK 0001957892)
Date: Feb. 24, 2025 · CIK: 0001957892 · Accession: 0001193125-25-033459
AI Filing Summary & Sentiment
File numbers found in text: 333-280403, 811-23848
Letter
Simpson Thacher & Bartlett LLP
900 G STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: +1-202-636-5500
Direct Dial Number
(202) 636-5916
E-mail Address
matthew.micklavzina@stblaw.com
February 24, 2025
Via EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C.
Attn: Karen Rossotto, Senior Counsel
Re: StepStone Private Infrastructure Fund
Registration Statement on Form N-2
File No. 811-23848 and 333-280403
Ladies and Gentlemen:
On behalf of StepStone Private Infrastructure Fund (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”) responses to comments received from the Staff on a telephone call with representatives of Simpson Thacher & Bartlett LLP on February 6, 2025, relating to the second post-effective amendment to the registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement includes revisions in response to the Staff’s comments relating to the Registration Statement and revisions to otherwise update disclosure.
For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Cover Page
1. Staff Comment: On the cover page, consider whether additional risk disclosure is warranted given the removal of the accredited investor standard for Fund investors. Specifically, consider including disclosure addressing the specialized nature of the Fund, noting that the Fund is not a complete investment program and that the Fund operates as an interval fund.
Response: The requested changes have been made.
Investment Program – Page 17
2. Staff Comment: Under “Investment Program – Real Estate Asset Class,” The Fund states that its real estate investments may include debt and/or mortgages supporting the investment properties. Please include corresponding risk disclosure to reflect the Fund’s investment strategy in potential debt and/or mortgage investments.
Response: The requested changes have been made.
* * *
Please call me (202)-636-5916 with any questions you may have regarding this filing or if you wish to discuss the above responses.
Sincerely,
/s/ Matthew C. Micklavzina, Esq.
Show Raw Text
CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET, NW WASHINGTON, D.C. 20001 TELEPHONE: +1-202-636-5500 Direct Dial Number (202) 636-5916 E-mail Address matthew.micklavzina@stblaw.com February 24, 2025 Via EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Karen Rossotto, Senior Counsel Re: StepStone Private Infrastructure Fund Registration Statement on Form N-2 File No. 811-23848 and 333-280403 Ladies and Gentlemen: On behalf of StepStone Private Infrastructure Fund (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission (the “Commission”) responses to comments received from the Staff on a telephone call with representatives of Simpson Thacher & Bartlett LLP on February 6, 2025, relating to the second post-effective amendment to the registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”). The Registration Statement includes revisions in response to the Staff’s comments relating to the Registration Statement and revisions to otherwise update disclosure. For convenience of reference, the Staff’s comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Cover Page 1. Staff Comment: On the cover page, consider whether additional risk disclosure is warranted given the removal of the accredited investor standard for Fund investors. Specifically, consider including disclosure addressing the specialized nature of the Fund, noting that the Fund is not a complete investment program and that the Fund operates as an interval fund. Response: The requested changes have been made. Investment Program – Page 17 2. Staff Comment: Under “Investment Program – Real Estate Asset Class,” The Fund states that its real estate investments may include debt and/or mortgages supporting the investment properties. Please include corresponding risk disclosure to reflect the Fund’s investment strategy in potential debt and/or mortgage investments. Response: The requested changes have been made. * * * Please call me (202)-636-5916 with any questions you may have regarding this filing or if you wish to discuss the above responses. Sincerely, /s/ Matthew C. Micklavzina, Esq. cc: David Manion, Securities and Exchange Commission Ryan P. Brizek, Esq. 2