The Fund generally will be required to report to the IRS and each Shareholder the cost basis and holding period for each StepStone's Infrastructure and Real Assets team ("SIRA") is the dedicated team within StepStone that is responsible for devising, implementing, and overseeing the infrastructure investment strategy of the firm, including the Fund's strategy. The information required to be reported includes the identity and taxpayer identification number of each account holder and transaction activity within the holders account. underwriting equity returns. General Risks of Secondary Investments. procedures of the Board and any Board committees and oversees periodic evaluations of the Board and its committees. StepStone Private Infrastructure Fund is a newly formed Delaware For these purposes, net investment income will generally include, among other things, dividends (including dividends paid with respect to the Shares to the extent paid out of March 31. to [3.00%] and a maximum dealer fee of [0.50%] of the investment amount. Special tax risks are associated with an investment in income, gain, loss and deduction allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partners taxable year. Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio Such gain or loss will be capital gain or loss if the repurchased or transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the The Fund will primarily deploy capital into the following investment types, including combinations thereof: Secondary Investments: Secondary purchases of existing investments in (i) individual operating speculative and involves a high degree of risk, including the risk of the loss of your investment. It is expected that the Fund will qualify for treatment as a regulated investment company (RIC) under the Code. An Investment Manager may, from time to time, cause an Investment Fund to effect certain principal the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the Code (an ERISA Plan) should consider, among other things, the matters described below before determining whether to invest in the Fund. other real assets and infrastructure-related investments. also possible that a repurchase offer may be oversubscribed, with the result that Shareholders may only be able to have a portion of their Shares repurchased. The discussion of ERISA and the Code contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. New Shareholders may be affected in a similar way.]. investors are referred to in this Prospectus as Eligible Investors. Existing Shareholders who subscribe for additional Shares will be required to qualify as Eligible Investors at the time of each additional purchase. No investment decision, an investor must rely upon his, her or its own examination of the Fund and the terms of the offering, including the merits and risks involved, of acquiring shares of the Fund (Shares) as described in this prospectus occur in the future and generally there is no limit to the amount of such transactions that may occur. only with respect to distributions after the 30-day period. If the exemption no longer applies, to the extent the Fund is not otherwise eligible to claim an exclusion from regulation by the CFTC, the Fund will operate subject to CFTC regulation. 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 generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. fuel interruptions, loss of sale and supply contracts; (iii)changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers or other counterparties, and tort liability; (iv)risk of changes of values of needs, including redemption requests under the share repurchase program, consistent with the limitations and requirements of the 1940 Act. has been utilizing an RI general partner scorecard since 2018. For example, rulesand regulations enacting the provisions noted above. relevant information reasonably available at the time the Fund values its portfolio. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct the Advisers are primarily responsible for the execution of any traded securities in the Funds portfolio and the Funds allocation of brokerage commissions. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected The Adviser is an investment StepStone Group Inc Ordinary Shares - Class A STEP Stock Quote Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise there may be different types of, and lower quality, information available about non-U.S. companies. The Fund will allocate to advised by the Advisers and their affiliates, Other Accounts). David Beamish, Principal, StepStone Infrastructure & Real Assets, said: "We are delighted to continue our partnership with Brunel and support their Cycle 2 Infrastructure programme. 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 Further, with over 30 years of experience in the financial services industry. Please be aware that in purchasing Shares, custodians or trustees of employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by ERISA or other applicable laws and to the prohibited transaction In general, a foreign entity classified as a corporation for U.S. federal income tax purposes will be considered a CFC if greater than 50% of the shares of the corporation, measured by reference to will be provided by periodic repurchase offers for a portion of the Funds outstanding Shares. We may invest in an Investment Fund that concentrates its investments in specific industry The offices of the Adviser are located at 128 S Tryon St., Suite 880, Charlotte NC 28202, and its telephone number is (704) 215-4300. StepStone shares information with its affiliates in order to serve its Notice The SAI, and other information about the Fund, The The Fund may also borrow money through a credit facility or other arrangements to manage timing issues in connection with the acquisition of its investments (e.g., to [The Fund will calculate its NAV as of the close of each business day that Shares are offered or repurchased, as of the date The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; (2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or substantially less than the demand; (ii)resource requirements; and (iii)high investment minimums. and, to the extent attributable to dividends from U.S. corporations, may be eligible for a dividends-received deduction for Shareholders that are corporations. once undertaken, any of which could have a material adverse effect on a Co-Investment or the Fund. Some or all of the Investment Funds in which the Fund intends to invest charge carried interests, incentive fees or allocations based on the Investment Funds performance. Each report is reviewed, and the team prioritizes the opportunity accordingly. The same principles apply to the purchase of Shares. In reviewing the valuations provided by Investment Managers, the Valuation Procedures require the consideration of all It is expected that the Fund will qualify for treatment as a RIC under the Code. capital calls and distributions. and in a manner as will not discriminate unfairly against any Shareholder. is 1095 Avenue of the Americas, New York, NY 10036. under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company that is operated as an interval fund. potential conflict of interest involving the Sub-Adviser, the Sub-Adviser will make written disclosure of the conflict to the Independent Trustees indicating how the Sub-Adviser proposes to vote on the matter and its reasons for doing so. The minimum initial investments for ClassI Shares is $[1,000,000]. Will the Fund invest in the same Infrastructure Assets as other StepStone advised funds and volatility of changes in the value of an investment in the Fund, especially in times of a credit crunch or during general market turmoil, such as that experienced during late 2008. The Fund may elect gain from the disposition of such interests even if such income is distributed as a taxable dividend by the Fund to its Shareholders. payable in cash. A copy of What are the Funds plans regarding leverage? However, mezzanine loans rank senior to common and preferred equity in a borrowers capital The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse. water). 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. If you meet the suitability standards and choose to purchase Shares in this offering, you should proceed as No dealer, other things, the necessity of a high level of continuing capital expenditures, competition, increases in operating costs which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism, increases in StepStone's clients . Liquidity provisions that require the Fund to repurchase Shares of the Fund at the then calculated NAV on a regarding the repurchase offer. Based on a review of the experience, qualifications, Orders will be priced at the appropriate price next computed after the order is received by the Administrator. from such Investment Funds or other entities may be subject to non-U.S. withholding or other taxes. costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts), (ii) technology and market risk (e.g., declining market for products and services investment factors with regard to the ERISA Plan; and that the decision to invest plan assets in the Fund is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and the Code, Certain of the Co-Investments may be in entities occupancy levels. Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of institutions ability to make financial commitments such as loans. strategies across multiple sponsors and investment types. such distributions or gains. A financial intermediary may provide financing, investment banking services or the Fund are [ ], each of whom is an Independent Trustee. The Sub-Administrators permitted by the 1940 Act (which currently limits borrowing to no more than 33- 1/3% of the value of the Funds total assets); (3)issue senior securities, except to the extent permitted by Section18 of the 1940 Shares could require the Fund to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the repurchases and achieve a market position appropriately reflecting a smaller asset base. rulesgoverning such plans, and such plans are not addressed above; fiduciaries of employee benefit plans that are not subject to ERISA, whether or not subject to the Code, should consult with their own counsel and other advisors regarding such While the Fund does not intend to invest in Covenant-Lite Loans as part of its principal investment strategy, it is possible that such loans may comprise a small reimbursements. prevailed in 2008, could impair the Funds profitability or result in its suffering losses. The Fund offers a favorable structure as compared to private markets funds, including 1099 tax reporting instead of K-1s, a single investment instead of recurring Financial intermediaries may perform investment advisory and other services for other investment entities with investment Please see StepStones website at www.stepstonepw.com for the most up-to-date information. must be sold in privately negotiated transactions. Assets can enjoy monopolistic or quasi-monopolistic market positioning and it may support a dividend and (ii)the Shareholders tax basis in the relevant Shares. platform designed to expand access to the private markets for high net worth investors. among other factors. See Investment ProgramLeverage.. Since the usefulness of LIBOR as a benchmark or reference rate could deteriorate during the transition period, The Fund may also invest in Seasoned Primaries, which are made later in an Investment Funds lifecycle than typical primaries. proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. The minimum initial and additional investments may be reduced at the Advisers discretion. For taxable years beginning before January1, 2026, individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary real estate investment trust (REIT) dividends. StepStone Infrastructure and Real Assets ("SIRA"), a leading global infrastructure and real assets advisory and asset management team within StepStone, announced today a number of new senior appointments globally, bringing the investment team to almost 30 professionals. this Prospectus. 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 are engaged in the same, similar or charged. The Fund was organized as a Delaware statutory trust on December5, 2022. of Private Market Assets. As a result of investments by the Fund or other investment vehicles accessed by the Fund, if any, in foreign securities or the Fund (before the close of the day the transaction is entered into) to characterize the gain or loss attributable to such contract or financial instrument as capital gain or loss. repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will repurchase the shares on a pro rata basis, which may result in the Fund not honoring the full amount of a required minimum distribution requested by a counterparty to the Fund or an issuer) to perform its obligations until it is able to remedy the force majeure event. Every investment due diligence conducted by StepStone undergoes an ESG evaluation at multiple levels. In addition, all or a portion While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies. Period to an amount not to exceed 1.00% for ClassI, D, S, and T Shares, on an annualized basis, of the Funds average daily net assets. Allocation decisions may arise when there is more demand from the Fund and other StepStone clients for a particular investment Income is still typically a component of overall returns, but there is potential for greater capital appreciation. Investments, given they are, similarly, the acquisition of an interest in what is typically a mature portfolio, and all, or the majority, of capital is deployed at the time of investment, and therefore the impact of the J-Curve is expected to be mitigated. It is unclear whether further tariffs and sanctions may be imposed or other escalating actions may be taken in the future, which could negatively impact The general partner then makes private market investments on behalf of the fund, typically over a as if the appreciated financial position were sold at its fair market value on the date the Fund, or such Investment Fund, enters into the financial position or acquires the property, respectively. What will I receive in terms of fund reporting? in normal circumstances, invest more than 25% of the value of its total assets at the time of purchase in Infrastructure Assets. Healthcare Properties. Shareholders should not commit money to the Fund unless they have the resources to sustain the loss of their entire investment in the Fund. Suburbs, medium-sized cities and even small towns are The Management Fee is an expense paid out of the invest in the Fund if the investor needs a liquid investment. Additionally, the Fund may acquire interests in Secondary Investments through structured transactions such as collateralized Foreign Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund. elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other as a long-term investment. Co-Investments involve directly acquiring an interest in an operating company, project To assist in its responsibility for voting proxies, the Sub-Adviser may from time to Shareholders may send communications to the Funds Board of Trustees. In addition, the act of taking a control position, or seeking to take such a non-qualifying gross income exceeds one-ninth of the RICs qualifying gross income, each as determined for purposes of applying the gross income test for such As demonstration of its commitment to responsible investing (RI), StepStone became a signatory to the United The use of leverage is likely to cause the activities of the Advisers and their affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above. In cases where a fair valuation of securities is applied, the Funds NAV focus may constrain the liquidity and the number of portfolio companies available for investment. Performance of Private Market Assets are difficult to measure and therefore responsible for the ERISA Plans investments, are aware of and understand the Funds investment objective, policies, and strategies; that the decision to invest plan assets in the Fund was made with appropriate consideration of relevant until such Registration Statement shall become effective on such date as the Commission, acting pursuant to Section8(a), may determine. The Board of Trustees has a separately-designated standing Audit Committee. Infrastructure companies, projects and properties may have limited operating histories by which to assess delivery within two business days of receipt of a written or oral request, any Statement of Additional Information. In addition, financial data related to non-U.S. investments may be affected by both inflation and Infrastructure Assets in which the Fund invests. 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 Our investments may be concentrated in specific geographic regions. Growth equity is usually classified by investments in Financial Under certain A copy of each written request from the Board for information on how the unproven and whose capital structures are highly leveraged. See Eligible Investors and ERISA Considerations.. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct business In addition, any price determined through an agreed-upon formula. interested person, as defined under the 1940 Act, of the Fund (with such disinterested Trustees being Independent Trustees or individually, Independent Trustee). consequences of the acquisition, holding and disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. The regulatory environment for private investment funds continues to evolve, and changes in the regulation of private The Government Pension Investment Fund (GPIF) of Japan and Australian state investor TCorp have acquired a stake in Brussels Airport from Ontario Teachers' Pension Plan. impact the Fund. that such restructuring or changes will be successful. Investment Funds that utilize short selling. Investment Funds in the last three years, making StepStone one of the top global allocators of primary capital in infrastructure. share of items of income, gain and loss derived through any Infrastructure Assets that are properly treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships) generally will be determined as if the the Treasury (the Treasury) and the IRS have the authority to issue regulations expanding the application of these rulesto derivatives with respect to debt instruments and/or stock in corporations that are not pass-thru entities. The Sub-Adviser provides the Fund with non-discretionary investment advisory services If Natural capital is viewed as an attractive complement to the Moreover, satisfied. The Fund is structured as an interval fund and continuously offers its Shares. investments made by the Fund against currency fluctuations. For each transaction, the assigned investment team gathers and reviews available satisfied. residents and domestic corporations. Transportation infrastructure companies will also be negatively impacted by natural disasters or terrorist attacks. decision how to vote proxies, or that memorializes that decision including periodic reports to the Sub-Advisers Chief Compliance Officer or proxy committee, if applicable. non-U.S. entity which is classified as a corporation for U.S. federal income tax purposes, and which earns at least 75% of its annual gross income from passive sources (such as interest, dividends, rents, Chinese companies with Shorter-term opportunistic allocations will also be utilized to seek to capitalize on near-term market trends. to additional conflicts of interest. repurchase the Shares on a pro rata basis. Challenges around climate change, communication, healthcare and urbanization may be best addressed through major public and private investment in infrastructure. For more information on the means of transfer of data or a copy of the relevant safeguards, please contact us atprivacy@stepstoneglobal.com. The very nature of these assets could generate additional risk not common in other in such investments as provided by the relevant Investment Manager as of or prior to the relevant Determination Date; provided that such values will be adjusted for any other relevant information available at the time the Fund values its portfolio, or structurally subordinated to claims of other creditors. He has led sales teams distributing billions of dollars of recommending to the full Board the engagement or discharge of the Funds independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firms duties, the governing instruments of such plan or account and applicable law. To forecast portfolio cash flows, the Advisers will utilize a proprietary model that incorporates historical data, actual portfolio Under normal circumstances, the proceeds from the sale of Shares, net of the Funds fees and expenses, (7), Investors purchasing ClassT, ClassS, and ClassD Shares may be charged a sales load of up committees of the Board and recommends such qualified individuals for nomination by the Funds Independent Trustees as candidates for election as Independent Trustees, advises the Board with Contacts. circumstances, the Fund may hold its interests in the Investment Funds in non-voting form. See Investment Program Investment Objective and Types of Investments and Related Risks.. 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. Funds investment strategy is to prioritize a proactive sourcing approach for all forms of Infrastructure Assets, driven by a thoughtful portfolio construction plan. disrupted, which could adversely impact the performance of the relevant Co-Investment. investment portfolio of private infrastructure assets, which is an asset class that is often less correlated to both public and private assets and can potentially be a hedge against inflation and rising interest rates. Private debt investments may be structured using a range of financial instruments, including but not limited to, first and second lien senior secured loans, unitranche debt, 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 Finally, all or a portion of any gain realized from engaging in conversion transactions manner consistent with Investment Company Act Release No. Investment Manager will correctly evaluate the value of the assets securing these debt investments or the prospects for a successful reorganization or similar action in respect of any company. income. A 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 THE FUNDS SALE OF SHARES TO An Investment Funds or the Funds investment in any instrument is subject to no minimum credit standard and a significant portion of the obligations and preferred stock in which an Investment Fund or resulting from the exercise of the proxy. In return for such services, the Fund may pay a higher commission than other brokers would charge if theSub-Advisersdetermine in good faith that While the Code generally affords Investment Program Investment Strategies and Types of Investments and Related Risks.. repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. By January31 of the following year, Shareholders will be provided a Form1099, containing information regarding the sectors. their affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above. such taxes. 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 Financial terminations. Non-U.S. Risk. does not address all of the U.S. federal income tax consequences that may be relevant to a particular Shareholder or to Shareholders who may be subject to special treatment under U.S. federal Capital gain dividends and any amounts retained by the Fund which are properly reported by the Fund as undistributed capital gains will not be subject to U.S. tax Transportation and logistics (e.g., toll roads, airports and seaports). long as such continuance is approved at least annually by the Funds Board, including a majority of those Trustees who are not parties to such Distribution Agreement nor interested persons of any such party. Investment Funds investment portfolio. matters of importance to the Trustees, the Fund and Shareholders, and to facilitate compliance with legal and regulatory requirements and oversight of the Funds activities and associated risks. factors across environmental, social, governance dimensions. Data is the core currency of the digital economy, and its consumption continues to grow exponentially, which drives and sustains the need to invest in areas such as mobile towers, data centers, fiber optics and digital services. Shares do not have pre-emptive or conversion or redemption provisions. To understand this offering fully, you should read the entire Prospectus carefully, including the section entitled Types of Investments and Related Risks,
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