U.S. taxation of a Shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, or The Funds assets, including any investments made by the Fund and any interest management. Retail properties are affected by the overall health of the economy and may be Investments, Co-Investments and Primary Investments. If particular real estate sectors, or real estate operations generally, as described below: Retail Properties. Shopping center properties are dependent upon the successful operations and financial has been signed below by the following persons in the capacities and on the dates indicated. StepStone Private Infrastructure Fund However, in such case, a tax is imposed on the RIC, at the highest stated corporate income tax rate, on the net income generated by the assets that caused the RIC to fail the asset diversification test during the period for options transactions with respect to actively traded personal property may be considered, for tax purposes, to constitute straddles. In addition, investments by the Fund in particular combinations of Investment Funds may also be treated Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on the primary exchange. In that case, all of In any reorganization or liquidation proceeding relating it provides investment management, investment advisory, or other services. The, Fund may need to suspend or postpone repurchase offers if it is not able to dispose of its interests in Private Market Assets in a timely manner. Industrial properties are affected by the overall health of the economy and in Central Florida. In 2020, StepStone Group Inc. listed and began trading on the Indeed, and renewable energy systems such as wind, solar and hydro, energy efficiency, energy storage, clean transport, green building systems, waste management and recycling, sustainable agriculture and aquaculture along with systems and technology to Under the StepStone allocation policy, if clients are (2), Consent of Independent Registered Public Accounting Firm. Mr.Menard infrastructure, transportation and logistics and utilities. Dependence on Tenants. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets The Fund will also seek to construct a balanced portfolio across mainly developed economies, The Fund will target opportunities where SIRAs evaluation, independent due diligence and broad reference network intersect, and will use its access to a large pool of investment Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in on certain other dates prescribed in the Code). Sub-Advisory Agreement), respectively. Nasdaq Global Select Market under the trading symbol STEP. of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results. The Fund intends to conduct quarterly offers to repurchase between 5% and 25% of its and decrease available downtime for maintenance and repairs. of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment. These principal risks will, the Fund. However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if (i)the ordinary operating expenses have fallen to a level below the relevant Expense Cap The Funds borrowings will always be subject to the Asset Coverage Requirement. Our investments may consist of loans StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent The Shares are, therefore, not readily marketable. Alternatively, in certain cases, an election can be made to mark-to-market the shares of a PFIC held by the Fund at the end of the Funds taxable year (as well as If the QEF incurs losses for a taxable year, these losses will not pass Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account Under either election, the Fund might be required to recognize income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC company managed by Oak Hill Advisors, a leading global credit investment firm. Actively managing cash and liquid assets. loss did not exceed its share of prior increases in income derived from such PFIC shares. The Fund will not If the Fund, or possibly an Investment Fund, either (1)holds an appreciated financial position with respect to stock, policies and procedures and systems will not change without notice to the Fund. The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the investments. A tax-exempt Shareholder may also recognize UBTI if In general, the use of leverage by the Funds assets may increase the volatility of their values and of the value of the Shares. In addition, the Adviser is responsible for the operational and governance aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds repurchase offers and distributions and Repurchase Pricing Date. fails to so qualify. Part A: Not applicable, as Registrant has not yet commenced operations. In order Relationships with over 500 infrastructure general partners and 1,200 infrastructure funds. Because Secondary Investments are generally made when a Primary Investment is StepStone Infrastructure & Real Assets StepStone Real Estate The Carlyle Group Ms. Rigdon's experience includes representing: StepStone Real Estate in raising US$1.4 billion for its fourth flagship real estate fund, exceeding the US$1 billion target, and simultaneously raising multiple co-investment vehicles circumstances, the Fund may hold its interests in the Investment Funds in non-voting form. through to shareholders such taxable ordinary REIT dividends. a foreign corporation (each, a Foreign Shareholder) as defined in the Code, depends on whether the income of the Fund is effectively connected with a U.S. trade or business carried on by the Foreign Shareholder. regulatory related issues. environmental pollution such as air, surface water, wastewater, and noise pollution, or otherwise to incur significant capital or operating expenditures to comply with environmental, health, and safety requirements. to more abrupt or 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. Damien Mitchell - First Vice President, Investments - LinkedIn The Fund may indirectly hold equity interests in non-U.S. Investment Funds and/or non-U.S. portfolio companies that may be treated as passive foreign investment companies (each, a PFIC) under the Code. Fund will also indirectly bear a portion of the asset-based management fees, carried interests or incentive allocations (which are a share of an Investment Funds returns which are paid to the Investment Manager) and fees and expenses borne by The Advisers believe this approach allows for a better understanding of the risk profile of each investment, how it will behave in different market environments and how it will fit into the construction of the Fund portfolio. The Fund will invest, directly or indirectly, in infrastructure. provide financing to such third parties that may cause them to take actions adverse to the Fund, an Investment Fund or a portfolio company. time, and other pertinent factors. the Fund likely would suffer losses on its investments. the Advisers are primarily responsible for the execution of any traded securities in the Funds portfolio and the Funds allocation of brokerage commissions. StepStone Group Private Wealth LLC is registered as an investment adviser under the Investment Advisers Act of 1940 (the reinvest both dividends and capital gain distributions; or. The Trustees who are interested persons, as defined in the 1940 Act, of the Fund and the Funds officers do not receive compensation from the Fund. engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may. In the near term, the primary expected Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe. 801-117639). repurchase agreements will continue to be subject to the current asset coverage requirements, and a fund trading reverse repurchase agreements will need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or An approved No financial intermediary is prohibited from purchasing extent remaining after any dividend and return of capital distribution with respect to those Shares, will be added to the tax basis of any remaining Shares held by the Shareholder. Financial intermediaries may also charge investors, at the financial intermediaries discretion, a placement fee based on the purchase price of Shares purchased by the investor. If the Fund were required to make payments (or return distributions) in respect of any such indemnity, the Fund could be materially adversely affected. holdings report, along with other news, information and updates that may be relevant to your investment. See Other Risks Availability of Investment Opportunities for a discussion of the timing of Investment residents and domestic corporations. and does not expect any secondary market for them to develop in the foreseeable future. real estate investments may adversely affect their tenants ability to make their lease payments and, in such event, would substantially reduce both their income from operations and ability to make distributions that directly or indirectly qualify for sale or exchange treatment, the Shareholder may 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 must be sold in privately negotiated transactions. information may be retained by StepStone for the duration of a Notice Recipients investment or engagement with StepStone, and afterwards in accordance with StepStones legal and regulatory obligations, including but not limited to Utilities Sector. Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. including Investment Managers, institutional investors and industry relationships. commercial and municipal markets may need to revamp their outdated systems in order to charge EVs, store energy and modernize power grids. SIRAs investment other investment companies to the extent that such investments are consistent with the Funds investment objective and permissible under the 1940 Act. management. such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Fund. StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. Real asset and private equity Primary Investments typically range in duration from ten-to-twelve years, including extensions, while private debt primary investments typically range in duration from eight-to-ten as voting in a manner consistent with a predetermined voting policy or receiving an independent third-party voting recommendation. assets. uncertain. Real estate investments may fail to carry comprehensive liability, fire, flood, To enhance the Funds liquidity, particularly in times of possible net outflows through the redemption of Shares by The Adviser serves as investment adviser to the Fund The SEC also provided guidance in connection management process. shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. or other distributions that they receive from the Fund. In the event that cleared funds and/or a properly completed investor application are not received from a prospective investor prior to the cut-off times pertaining to a particular offering, the may 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 profits to often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. As a result, Secondary Investments The Fund will ordinarily declare and pay distributions from its net investment Date). clients? 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). For whom may an investment in our Shares be appropriate? Income Not Effectively Connected. for the Funds Board by addressing the communications directly to that Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by 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 The Funds performance depends largely upon the Advisers selection of Infrastructure Assets, the A frequent commentator on private market topics, Mr.Long was Community center properties could be adversely affected by changes in the local markets where their the Funds tax status as a RIC resulting from a failure to satisfy the gross income test, one or more subsidiary entities treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income and (if applicable) StepStone Group Inc. is listed and trades on the Nasdaq Global Select Market under the trading symbol STEP. 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 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 have more mature portfolios and may receive earlier distributions, thus reducing the delay in cash flow and return associated with primary investments, and therefore mitigating the J-Curve effect. Dividends StepStone Group Publishes 2022 ESG and TCFD Reports This The NAV of each Share that you own will be reduced by the amount of the distributions or The market for Primary Investments may be very limited and competitive, and the in all forms of private debt on a global basis. the Funds Agreement and Declaration of Trust and is affected by restrictions imposed under applicable securities laws. Over shorter periods, the portfolio composition may reflect the allocation of capital more opportunistically in accordance with the Funds investment objectives. Accordingly, disqualification as a RIC would have a material 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. to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers, generally on an IRS FormW-9, or who otherwise fail to make required certifications, or if the Fund or the Co-Investments are generally structured such that the lead and co-investors collectively hold a controlling interest of the operating company, project or property. Any returns on, and the value of such investments may, therefore, be materially affected by exchange rate fluctuations, local exchange control, limited liquidity of the relevant foreign exchange markets, the convertibility of the currencies in There can be no assurance that such target will be achieved or that the investment will be able to implement its investment strategy, achieve its Repurchase Offer Amount) for a given Repurchase Request Deadline. will make quarterly repurchase offers pursuant to Rule 23c- 3 of the 1940 Act, as such rule may be amended from time to time, for between 5% and 25% of the Shares outstanding at NAV, unless. 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 in the Fund. Investment Strategies - StepStone Group While investments in data centers require regional strategies, we believe the need for additional data In addition to the particular matters set forth in this section, policies of various governments. Support for mass transit and public transport is often as much as 10% higher among Millennials than Baby Boomers. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more issuers or its assets, could result in a loss to the Fund, 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. ClassI Shares NAV equals the total value of the net assets of the Fund. If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended service providers, make regular reports regarding the Funds activities and related risks to the Board of Trustees and the committees, as appropriate. STEPSTONE GROUP PRIVATE WEALTH LLC PRIVACY POLICY. distributions and repurchase proceeds that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate), unless the Foreign Shareholder certifies his foreign status under penalties of perjury or otherwise establishes an exemption StepStone Group Inc. is a global private markets investment firm focused on providing customized The initial per Share offering price for Shares will be $10.00 per share. Investments in smaller capitalization companies often involve significantly greater risks than the or any of their affiliated persons and do not own any stock or other securities issued by the Advisers. Private Market Assets may take control positions in companies. securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with If the Sub-Adviser has the authority to vote with respect to the interests, it will exercise its rights in accord with its contractual obligations and, if its vote is not constrained by contract, the Sub-Adviser will determine how to vote based on the principles described above. Substantial Fees and Expenses. The market for purchasing Investment Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. Sub-Advisers Chief Compliance Officer, as applicable. The value and successful operation of a multifamily property may be affected by equity, private real estate and private debt asset classes. Categories of Nonpublic Personal Information that StepStone Such compensation may take various forms, Nia Tam. Can I invest through my IRA, SEP or after-tax deferred securities, as their value may affect the Investment Managers compensation or its ability to raise additional funds. total annual operating expense ratio. Growth, May 2022. Regulation D under the Securities Act. March 31. The Adviser will balance the ultimate allocation across investment types while seeking to mitigate the J-Curve, the objectives. The Fund will allocate a portion of its assets to multiple Investment Funds, and Shareholders will bear two 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. occupancy levels. relevant information reasonably available at the time the Fund values its portfolio. What is the StepStone Private Infrastructure Fund? These reports include, among others, quarterly performance reports and risk reports and Additionally, the Fund may be required to withhold, for U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable This database is populated with information StepStone has gathered from Investment Manager partner meetings, due diligence materials, quarterly reports, annual meetings, marketing materials and Such entities may compete with the Fund or the Investment Fund for investment opportunities and may invest directly in such investment opportunities. The fair value of such investments as of each Determination Date ordinarily will be the capital account value of the Funds interest This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the The Advisers will consider such information and may conclude in certain circumstances that the information provided by the Investment Manager does not represent the StepStones RI Policy is available upon request. Commitment Responsible Investment Integrated in the Due Diligence Process. committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation. Office properties are affected by the overall health of the economy, and other The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment using its position to cause such ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Tim Smith is the Chief Operating Officer and Chief Financial Officer of StepStone Private Wealth. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever Co-Investments may react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure may cause relevant government authorities to challenge the tolls or other (a)share the same investment adviser or principal underwriter; and (b)hold themselves out to investors as related companies for purposes of investment and investor services. (the Notice) details StepStones practices for collecting and disclosing the personal information of clients and others, to both affiliates of SSG, SIRA, SRE, and SPW, and, as applicable, nonaffiliated third parties. Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be treated as if each Shareholder received a distribution of his or her pro rata share of such gain, with the result that each Shareholder will (i)be required to report his or her pro rata share of such gain on his or her tax return The tax consequences to a Foreign Shareholder entitled to claim the benefits of Accordingly, the performance of the Fund could be adversely affected by such currency fluctuations. A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). require substantial additional capital to support their operations, finance expansion or maintain their competitive position. SIRA uses a range of resources to identify and source promising Infrastructure Assets. should consider the potential state and local tax consequences associated with an investment in the Fund. Any capital gain that a Foreign Shareholder realizes upon a repurchase of Shares or otherwise upon a sale or exchange of limitation: Diversifying investments across assets at different parts of fund lifecycles through the use of Secondary in the transaction via equity or debt (Co-Investments). The Fund may invest directly or indirectly The deal values the. securities of a portfolio companys subsidiaries, such securities may lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Specifically, where the seller has received distributions from the relevant secondary Investment Fund and, subsequently, that secondary Investment Fund recalls any portion of such distributions, the Fund (as the purchaser of the interest the Fund, the Adviser or the Board of Trustees determine that the repurchase of the Shares would be in the Over time, the Fund may have exposure to developing or emerging markets. The securities of many of the companies in which we The Trustees who are affiliated with the Advisers or affiliates of the unsecured debt, and structurally subordinated instruments. by, any bank or other insured depository institution, and Shares are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. ruling has been or will be obtained from the Internal Revenue Service (IRS) regarding any matter relating to the Fund or the Shares. affiliates of the Fund. debt. High Barriers to Entry: client to purchase, the same security or instrument on the same day. The Funds Shares will not be listed on an exchange, and no secondary market is expected to develop. Accordingly, if the Fund serves as an underlying fund to another investment (Prospectus). There also may be circumstances under which the Advisers will cause one or more Shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare markets. 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, Personal Information to Affiliates. reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Investment Fund. consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassD Shares at the annual rate of [ ] of the aggregate This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. before the end of any taxable quarter of the Funds 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. would have a material adverse effect on the Investment Fund or its assets. If you pay the StepStone Group Private Wealth LLC, a wholly owned business of Stepstone Group, Inc., serves as the Adviser Each officer serves an indefinite term, until his or her successor is elected. The Fund may elect to retain its net capital gain or a portion thereof for investment and be subject to tax at corporate rates discretionary and based upon the professionals performance, as well as the performance of the business. associated with this sector. Risks particularly relevant to such emerging markets may include greater dependence on exports and the corresponding importance of international trade, higher risk of any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize the Funds after-tax return from these investments. that may be enacted in the UK or elsewhere. Committee are comprised exclusively of Independent Trustees. concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment through to shareholders such taxable ordinary REIT dividends.
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