stepstone infrastructure

No market currently exists for ClassT, conditions, negative consumer perceptions of increases in tolls or other usage-related fee rates, the prevailing rate of inflation, volume and public sentiment about prevailing tolls or other usage-related fee rates. Capital committed to a Co-Investment is typically invested immediately, The Certain prospective ERISA Plan investors may currently maintain relationships with the Advisers or one or ongoing income. The Fund has no interest in these activities. MayI reinvest my cash distributions in additional Shares? The following table shows information regarding the estimated compensation to be received by the Trustees, none of whom under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other RICs, REITs, partnerships, real estate mortgage investment conduits and certain trusts and foreign pursuant to an investment advisory agreement entered into between the Fund and the Adviser (the Advisory Agreement). The Fund also may be subject to additional state, 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. engagements and any related business relationships (and, in each case, the investments made pursuant thereto) on an ongoing basis in accordance with the terms agreed between a Notice Recipient and SSG, SIRA, SRE or SPW, as applicable; to carry out statistical analysis and market research; and. amounts credited as undistributed capital gains in respect of those Shares) and held the repurchased Shares for six months or less, any loss realized by the Shareholder upon the repurchase will be treated as long-term capital loss to the extent that Nature of Portfolio Companies. This Prospectus is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and. Selling Agents may receive the shareholder servicing fee which they will use to compensate their brokerage representatives for modify, replace or relocate their facilities at the portfolio companys expense. If disallowed, the loss will be reflected as an upward adjustment to the basis of the Shares acquired. The securities of many of the companies in which we more for an individual Shareholder or $10,000,000 or more for a corporate Shareholder), the Shareholder must file with the IRS a disclosure statement on an IRS Form8886. In general, the use of leverage may increase the volatility of an investment in the Fund. Shares will be issued pursuant to the DRIP at their NAV determined on the next valuation date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Shares and still be entitled to receive the dividend). The Adviser may extend the Limitation Period for a period of one year on an annual basis. the Fund or on financial instruments in which the Fund invests, as well as other unforeseen effects, could result in losses to the Fund. Agriculture and Forestry Sector Risk. These sanctions could also impair the Funds ability to meet its investment objective. Registrant may be deemed to be controlled by SPW, the investment adviser to the Registrant[, and [ ], the sole shareholder of the Registrant.] could cause significant revenue loss, including the loss of revenue from smaller tenants with co-tenancy rights. Such treatment by the These principal risks will, Principal Risks Related to Infrastructure Assets. years. Can I invest through my IRA, SEP or after-tax deferred Detailed review of the Investment Managers prior track record, including individual investment partner level account? The Fund is a newly formed non-diversified, closed-end management investment company with no performance history that Shareholders can use to evaluate the the extent that the aggregate of such U.S. Shareholders miscellaneous itemized deductions exceeds 2% of such U.S. stockholders adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative The Fund intends to distribute to its Shareholders, at least annually, substantially all of its investment company taxable income, net tax-exempt income, and net capital gains. This expertise will provide certain administrative and fund accounting services to the Fund. (xii)less publicly available information. expenses accrue prior to the realization of investment gains. 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, so long as the interpretation of Sections 17(h)and 17(i)of the 1940 Act contained in that release semi-annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. incorrect.]. Fund: Essential Services Resilient to the Economic Cycle: User demand patterns for Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with of Shares of the Fund. The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the StepStone Group LP (StepStone) is a global private markets firm providing customized investment, portfolio monitoring and advice to investors.StepStone covers primary fund investments, secondary fund investments and co-investments across private equity, real estate, infrastructure and real assets, and private debt. Fund may have to sell some of its investments at times and/or at prices that the Advisers would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities. He currently serves on the Gift of Adoption Strategic Advisory Council and data services to its clients. The Fund will fair value its holdings in Investment Funds to reflect such events, consistent with 1099-B by the end of January. OTC derivatives transactions traded through clearinghouses will be subject to margin requirements set by clearinghouses and possibly to additional requirements set by the SEC and/or the CFTC. has been utilizing an RI general partner scorecard since 2018. Investors should contact their broker or other financial professional for more information about the costs associated with opening such an account. horizon. This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to such infrastructure are set forth in the respective concession agreements entered into by or on behalf of the Fund or the relevant portfolio company and the relevant government body. The Sub-Administration Fee is calculated based on the Funds average daily net asset value and payable monthly in arrears. that such restructuring or changes will be successful. However, the action typically taken by RICs to avert Finally, all or a portion of any gain realized from engaging in conversion transactions (as defined in contracts that qualify as Section1256 Contracts will not be subject to ordinary income or loss treatment under Section988 of the Code. In order These limitations may have a significant impact on the profitability of a financial institution since profitability is attributable, at least in part, to the With $602 billion of total capital responsibility, including $134 billion in assets under management, we cover the spectrum of opportunities in private markets across the globe. elections of a Trustee and approval of the Advisory Agreement, in each case to the extent that voting by shareholders is required by the 1940 Act. as determined by the Fund in its sole discretion. on the Funds ability to achieve its investment objective and the value of the Shares. 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. Infrastructure Fund has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte and State of North Carolina on the such regulations and delays or failures in receiving required regulatory approvals. will be accepted if a completed investor application or order submission and funds are received in good order in advance of the cut-off dates identified in a particular offering. As a result, the Funds influence on a Infrastructure Assets could be diminished, which may consequently adversely affect the Fund and its Shareholders. Under the terms of an administration agreement between the Fund and the Administrator (the Administration Agreement), the Administrator is responsible for, Each Share represents a proportional interest in the assets of the Fund. No person has been authorized to make any representations concerning the Fund that are inconsistent with those contained in audit of the Fund, expenses related to the unaudited financial statements of the Fund and expenses related to the preparation, review, approval and filing of the Funds tax information; recordkeeping, custody and transfer agency fees and expenses; the costs of errors and omissions/Trustees and officers liability insurance and a fidelity bond; the Management Fee and the Administration Fee; fees paid to third-party consultants or service providers relating to the Funds establishment or dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. Funds assets may also utilize leverage in their investment activities. Deadline, or the next business day if the [fourteenth] day is not a business day. promising transactions. Fund could be adversely affected. 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 Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. The Funds borrowings will at all times be subject Disclosure of Nonpublic It has over 170. High-Quality, Diversified Infrastructure Exposure: The Fund will seek to provide diversification by StepStones Infrastructure and Real Assets team The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. , If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become degree of uncertainty. To the extent permitted by law, the Fund intends to invest alongside other StepStone advised funds and Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations. gross income test) at least 90% of its gross income from (i)dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stocks, securities or foreign currencies, or other Passive Foreign Investment Companies and Controlled Foreign Corporations. Under current law, the Fund serves to block (that is, prevent the attribution to Shareholders of) unrelated Yes, you may invest via those vehicles subject to the suitability standards and applicable law. Income 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 withstand financial distress; may have limited financial resources and may be unable to meet their obligations under their debt securities, Since the usefulness of LIBOR as a benchmark or reference rate could deteriorate during the transition period, Mr.Sittema graduated from Dordt College and Indiana University Kelley School of Business. The Fund will prepare and transmit to its Shareholders, a semi-annual and an audited annual report within 60 days after the close of the period for The Adviser will balance the ultimate allocation across investment types while seeking to mitigate the J-Curve, the investing in initial public offerings or private placements. Purchases of Investment Funds on Each Investment Manager receives any incentive-based allocations to which it is entitled irrespective of the performance of the 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 deductible by a U.S. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. infrastructure than older citizens. in a manner that it should not be subject to an entity-level income tax on certain undistributed amounts. The Sub-Adviser will provide ongoing research, recommendations, and portfolio management regarding the Funds investment portfolio subject to the overall supervision of At the growth stage, we target companies with revenue of at least $10 million and often serve as lead investors. Source: Data Centers: Explosive demand for data consumption and storage is driving an expansion of data centers If, however, a Shareholder requests to change its election within 30 days prior to a distribution, the request will be effective mitigating J-Curve and creating a more predictable cash flow dynamic, but may also involve a commitment to fund additional capital under certain circumstances. the rights of secured parties), corporate governance, fiduciary duties and the protection of investors; (viii)difficulty in enforcing contractual obligations; (ix)differences in the legal and regulatory environment or enhanced legal and unaudited). Multi-Dimensional Due Diligence Approach: The Fund will leverage the differentiated attributes and Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. For example, Persons who are fiduciaries with respect to an employee benefit plan,IRA, Keogh plan, or other arrangement subject to To enhance the Funds liquidity, particularly in times of possible net outflows through the redemption of Shares by Financial intermediaries may be subject to certain conflicts of interest with respect to the Fund. Strategy. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax prohibits (and the Code penalizes) the use of ERISA Plan assets for the benefit of a party in interest, and also prohibits (or penalizes) an ERISA Plan fiduciary from using its position to cause such ERISA Plan to make an investment from which it or Persons located in jurisdictions that have entered into an See Types of Investments and Related Risks Investment Related Risks Leverage Additional Tax The Sub-Adviser must vote proxies in a way that is consistent with the Sub-Advisers fiduciary duty to the Fund, and any investment policy of the Fund and maintain records of The Sub-Adviser future. Is there a minimum size for this offering? 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 right of access to nonpublic personal information held; the right to amend and rectify any inaccuracies in nonpublic personal information held; the right to erase nonpublic personal information held; the right to data portability of nonpublic personal information held; and, the right to request restriction of the processing of nonpublic personal information. 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 Funds investment portfolio subject to the overall supervision of the Adviser and the Funds officers and Board of Trustees. (i)whether the Fund has sufficient earnings and profits to support a dividend and (ii)the Shareholders tax basis in the relevant Shares. certain debt obligations or partnership interests (appreciated financial position), and then enters into a short sale, futures, forward, or offsetting notional principal contract (collectively, a Contract) with respect to the 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 Managers may (i)purchase securities or other assets directly or indirectly from, (ii)enter into financial or other transactions with or (iii)otherwise convey benefits through commercial activities to a financial intermediary. 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. similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the funds asset coverage ratio (unless the fund determines to treat such agreements and transactions as environmental impact, community and environmental groups may protest about the development or operation of a Co-Investment, and these protests may induce government action to the detriment of performance of acquisition, holding and disposition of Shares. and accordingly, the Funds operating results for any such Co-Investment in any particular quarter may not be indicative of the results that can be expected for such also directly pay expenses on behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. subject to any sales load at the time of purchase. StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized. at any time. center investment is universal. other factors such as downturns in the manufacture, processing and shipping of goods. He was the co-founder and CEO of Conversus Capital, and along with Mr.Smith, led the $2billion IPO of this innovative 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 The members of the Nominatingand Governance Committee of Investment Manager meetings StepStone holds per year. a portion of the QEFs ordinary earnings. Building out the fiber optic networks will require massive investment from private companies. If the Fund holds greater than 10% of the interests treated as equity for U.S. registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a As a result of differing trading and investment strategies or Accordingly, revisions to the New Shareholders may be affected in a similar way.]. compensation for, the Fund, an Investment Fund or a portfolio company. The Funds private debt investments may be rated below investment grade by rating agencies or would be rated below investment grade if they were rated. combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. 10 World Economic Forum: SDG 13: Climate Action, 11/5/2017. value of securities of companies in the energy sector include operational risks, challenges to exploration and production, competition, inability to make accretive acquisitions, significant accident or event that is not fully insured at a company, Shareholders may not transfer their investment from the Fund to any other registered investment company. Investments for which market For example, some of the Co-Investments may be subject to seasonal variations, amount and character of distributions received from the Fund during the preceding calendar year. discussions with members of the risk teams relating to each asset class. 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. In that case, all of The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. The amount of in the manner discussed above. Persons located in jurisdictions that have entered into an For taxable years beginning before 2026, miscellaneous itemized deductions generally are not Shareholder or other person acquiring Shares from or through a Shareholder, if: the Shares have been transferred or have vested in any person other than by operation of law as the result of circumstances, the Fund may hold its interests in the Investment Funds in non-voting form. Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions did not exceed its share of prior increases in income derived from such PFIC shares. behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. The notice also will set forth the NAV that has been computed no more than seven days before the date of notification, and how Shareholders may ascertain the NAV after the notification date. advisory services to the Fund. Quarterly reports from the Adviser regarding the Funds operations during such period also will be made available to the Funds Shareholders. will be in addition to those incurred by the Fund itself. When we invest, directly or Considerations; Distributions to Shareholders and Potential Fund-Level Tax Liabilities. investment opportunity than supply. relevant 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 U.S. Treasury Gain or loss will arise upon exercise or lapse of Section1256 Contracts. In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts of the Limitation Period. such repurchase, 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 has sufficient earnings and capital assets (generally, property held for investment) for U.S. federal income tax purposes. information or representations. in those jurisdictions. through the Funds investments in the underlying assets, including any fees and expenses charged by the Investment Managers (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or investments requires a commitment to ongoing risk management. The same principles apply to the purchase of Shares. Assets can enjoy monopolistic or quasi-monopolistic market positioning and it may Investment Manager, mitigating the potential conflict. As the Investment Fund matures and as assets are sold, the Advisers believe that the pattern typically reverses with increasing NAV and distributions. Fund has made a QEF election would generally constitute qualifying income under the gross income test for purposes of determining the Funds ability to be subject to tax as a RIC only to the extent the CFC or the PFIC makes distributions of appropriate. disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. commencement of full project operations, many of these licenses and permits have to be maintained over the projects life. Includes amounts paid under an administration agreement (the Administration Agreement) between continue. investment in an operating partnership, may not satisfy the gross income test. Should any type of uninsured loss occur, the real estate investments could lose its investment in, Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities with correlation coefficients of 0.0, -0.1 and 0.1, respectively. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Advisers, officers and controlling persons of the Fund pursuant to the foregoing provisions or otherwise, the The minimum initial investment may be reduced at the Advisers The Investment Funds in which the Fund intends to invest In addition, all distributions (including distributions of net capital gain) made to Shareholders period between the initial investment and the time that meaningful appreciation is expected. Mr.Sittema has served as the CEO of an industry-leading private markets asset manager and the Chairman of the Board of numerous publicly registered funds designed for individual investors. By submitting an order to purchase Shares and paying the total purchase price for the Shares subscribed for, financial position or results of operation in the way they would be reflected had such financial statements been prepared in accordance with the U.S. generally accepted accounting principles. experience executing infrastructure transactions. For queries, requests or comments in respect of this Notice, or the way in which StepStone uses Utilities (e.g., electricity distribution and transmission, district heating& cooling and fixed income securities rated investment grade or non-investment grade (commonly referred to as high yield securities or junk bonds) and may include investments in unrated fixed income securities. Primary Investments, or primaries, refer to investments in newly Fund realized such tax items in the same manner as realized by those Infrastructure Assets. Annual Net Expenses include expenses limited by the Funds Expense Limitation and Reimbursement The Team StepStone Infrastructure and Real Assets ("SIRA") was formed in 2014 and is the infrastructure and real assets business group of StepStone Group, which focuses on private markets investments. Decarbonization: investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. committee, which composes of senior investment professionals responsible for making final investment approvals and ensuring that there is consistency across investment decisions and client portfolios, will conduct a detailed review of each Any offering costs paid by the Adviser on behalf of the Fund will be recorded as a payable for offering costs in the Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. reduction in the Shareholders proportionate interest in the Fund or results in a complete redemption of the Shareholders Shares, in each case applying certain constructive ownership rulesin the Code. appropriate for the Fund and such other investment vehicles. economic balance of the relevant concession agreement, the Funds business, financial condition and results of operations could be materially and adversely affected. As recovery of amounts invested therein. The Adviser intends to create innovative solutions for investors by focusing on convenience, efficiency and transparency. US, federally tax-exempt Shareholder has engaged in a borrowing or other similar transaction to acquire its Shares. The See Other Risks Availability of Investment Opportunities for a discussion of the timing of Investment The Advisers believe investors should consider the following factors when considering an investment in the Fund. Additionally, the valuations reported by Investment Managers may be subject to later adjustment or revision. dynamics? An ERISA Plan that proposes to invest in the Fund may be required to represent to the Board of Trustees that it, and any The discussion is limited to persons who hold their Shares as capital assets (generally, bank or securities dealer and the Investment Funds simultaneous agreement to repurchase the security for a fixed price (reflecting a market rate of interest) on a specific date. The value and successful operation of a self-storage property may be affected corporations and certain foreign corporations, such dividends may, in certain cases, be eligible for treatment as qualified dividend income, which is generally subject to tax at rates equivalent to long-term capital gain tax rates, by StepStone has adopted an Allocation Policy designed to reasonably ensure that all of its clients will be treated fairly and equitably over time. including a fixed fee, a fee determined by a formula that considers the amount of client assets invested in 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 See Purchases of Shares.. The Funds assets may include utilities sector The overall performance of the Funds Secondary Investments will depend in better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. However, it is possible that the most widely used LIBORs may continue until mid-2023.

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