ruling has been or will be obtained from the Internal Revenue Service (IRS) regarding any matter relating to the Fund or the Shares. RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. These expenses will be in addition to the direct expenses incurred by the Fund. See Purchases of Shares.. consider in deciding whether to tender their Shares for repurchase. A [2.00%] Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of a Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. The future impact of COVID-19 is currently unknown. LOSS,INCLUDE THE CO-INVESTMENTS OR CO-INVESTMENTS, ACTIVITIES,INCOME, GAIN AND LOSS OF BOTH THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS Performance of Private Market Assets are difficult to measure and therefore If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given believes that a closed-end structure is most appropriate for the long-term nature of the Funds strategy. The Fund will ordinarily declare and pay distributions from its net investment income and distribute net realized capital Will there be any limitation on the expenses charged by the Fund? Specified Expenses include all expenses incurred in the business of the Fund, provided that the following expenses are natural depletion of reserves, and other unforeseen natural disasters. interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts. already been invested and Co-Investments where the capital is largely deployed at the time of commitment. Fund. 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 Advisory Agreement will continue in effect open-end management investment companies registered under the 1940 Act, the Funds NAV is calculated based upon the NAVs of those open-end management investment options in the Advisers employee benefits and/or deferred compensation plans. See Types of Investments and Related Risks Investment Related Risks Leverage The Fund hereby undertakes that it will apply the indemnification provisions of the Agreement and Declaration of Trust in a instruments. mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over whether the party within the chain of ownership that is The ClassT Shares NAV plus the ClassS Shares NAV plus the ClassD Shares NAV plus the Fund may hold the relevant funds and investor application for processing in the next offering. interpretation and review. industry is highly cyclical and the market value of timber investments is strongly affected by changes in international economic conditions, interest rates, weather cycles, changing demographics, environmental conditions and government regulations, account through which they hold Shares should consider the Funds schedule for repurchase offers and submit repurchase requests accordingly. Because non-U.S. entities are not subject to uniform reporting standards, practices and disclosure comparable with those applicable to U.S. companies, invest in the Fund if the investor needs a liquid investment. sending the communication to either the Funds office or directly to such Board member(s)at the address specified for each Trustee previously noted. independent from the Fund under the listing standards of the New York Stock Exchange,Inc. (NYSE). characteristics, in the form of essential services, barriers to entry, contracted cash flows or regulated returns, the risk and return profile of infrastructure investments does differ across sectors and strategies, and assets are often grouped into (2), Joint Code of Ethics of the Registrant and the Adviser. program requirements and requirements related to board reporting. Funds Board of Trustees in approving the Advisory Agreement and the Sub-Advisory Agreement will be set forth in the Funds first annual or semi-annual report following the commencement of (a)derive in each taxable year (the 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, Any Notice Recipient may make a Through this process, SIRA can identify the most attractive opportunities and focus their resources on the most Can I invest through my IRA, SEP or after-tax deferred This focus may constrain the liquidity and the number of portfolio companies available for investment by an Investment Fund. 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 equity interests of the portfolio companies subsidiaries. The Distribution Agreement continues in effect so 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 Independent Trustees are charged with recommending to the full Board approval of management, advisory and administration contracts, and distribution and underwriting agreements; continually reviewing fund performance; overseeing on the pricing of Terrorism Risk. Additionally, the Fund may acquire interests in Secondary Investments through structured transactions such as collateralized business or reputation of the Fund, the Board of Trustees, the Advisers or any of their affiliates, or may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences; any of the representations and warranties made by the Shareholder or other person in connection with the These materials include outputs such as timber products and pulp for the manufacture of paper products. 1940 Act, often referred to as a private investment fund, with those of a registered closed-end investment company. The members of the Nominatingand Governance Committee of StepStone will not share any other nonpublic personal information about a Notice Recipient with its affiliates or nonaffiliated third parties. circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be considered to have satisfied the asset diversification test as of the end of such quarter if (i)the RIC satisfies certain procedural requirements; that such restructuring or changes will be successful. 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, See currently expect that the Funds asset allocation will tilt more heavily toward Secondary Investments and Co-Investments. constraints on the Funds ability to do so may limit utilization of this statutory 30-day cure period and, possibly, the extended cure period provided by the Code as discussed above. 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 The Codes are on file with the SEC and are available to the public. The Advisers bear all of their own costs incurred in providing investment information to nonaffiliated third parties (including service providers to StepStone), but only to the extent necessary or appropriate for such third parties to perform services for the benefit of the Notice Recipient and only if StepStone believes Sub-Administrator. StepStones record retention policy. For taxable years beginning before January1, 2026, individuals (and certain other StepStone Group Inc. is a global private markets investment firm focused on providing customized The Fund generally will be required to report to the IRS and each Shareholder the cost basis and holding period for each to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). investments to optimize risk, return, volatility, correlation and liquidity. Below investment grade securities have predominantly should consider the potential state and local tax consequences associated with an investment in the Fund. Sumitomo Mitsui Asset Management has also been appointed as the gatekeeper to conduct due diligence on the fund of funds manager during the . data services to its clients. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax ClassS Shares in the Fund may be charged a sales load of up to [3.50%] of the investment amount. supplied regarding the Private Market Assets may be incomplete, inaccurate and/or significantly delayed. investment management mandates and portfolio analytics and reporting capabilities serve as differentiated advantages that will enable the Fund to capitalize on attractive investment opportunities sourced directly from Investment Managers. expectations of return and liquidity of each asset of the Fund. In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on Co-Investments to reduce their tolls or other sole discretion. 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 total annual operating expense ratio. Financial intermediaries may also charge investors, at the financial principal office of the Distributor is located at [ ]. The QEF election may not be able to be made with respect to many PFICs because of certain requirements that the PFICs themselves would have to satisfy. If the Adviser and the Fund become Internet of Things (IoT): To increase infrastructure and capacity, while decreasing carbon Although the Advisers anticipate that the other than the U.S. dollar may be affected significantly on a day that the NYSE is closed, and an investor is not able to purchase, redeem or exchange Shares. operations may often rely on governmental licenses, concessions, leases or contracts that are generally very complex and may result in disputes over interpretation or enforceability. gain from the disposition of such interests even if such income is distributed as a taxable dividend by the Fund to its Shareholders. interests across a variety of Infrastructure Assets such as: Communication/digital infrastructure (e.g., towers, data centers and fiber). markets. of the income that the Fund may earn directly or through an Investment Fund, such as income recognized from an equity investment in an operating partnership, may not satisfy the gross income test. characteristics based on combinations of various factors. able to take advantage of this 20% deduction with respect to any such amounts passed through. The Fund may also invest in open-end or closed-end funds and similar investment vehicles, which may be evergreen funds with existing assets at the time of the Funds investment. the total value of which does not exceed the lesser of (i)one percent of the total value of the RICs assets at the end of such quarter and (ii)$10,000,000 (a de minimis failure), the RIC shall be considered to The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for the Moreover, if the Fund defaults on its unfunded commitments or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Funds investment In addition, infrastructure investments may be subject to rate regulation by government agencies because of their unique An investor should not The Advisers mission is to convert the private market In addition, the forestry and timber standing committees: the Audit Committee, the Nominating and Governance Committee and the Independent Trustees Committee. The Audit Committee, the Nominating and Governance Committee, and the Independent Trustees The deal values the business, known as SIP, at US$1.25 billion, said a person familiar with the terms who asked not to be identified because they're private. If, however, a Shareholder wishes to affirmatively elect an alternative cost basis calculation method in or litigation relating to the acquisition, ownership, operation and disposition of the Co-Investments that may adversely affect the Co-Investment or the value thereof. through to shareholders such taxable ordinary REIT dividends. All distribution policies will abide by standards required to qualify the Fund as a regulated investment company The members of the Independent Trustees Committee of the Fund are [ ], each of whom is an Independent Trustee. An investor in ClassD will pay a sales load of up to [1.50%]. History. The Funds performance depends largely upon the Advisers selection of Infrastructure Assets, the The Fund intends to qualify as a RIC under the Code but may be subject to substantial tax liabilities if it The private equity market is diverse and can be divided into several different segments, each of which may exhibit distinct Private Wealth LLC serves as the Funds investment adviser (StepStone Private Wealth, SPW or the Adviser), and StepStone Group LP serves as the Funds investment Funds Board and providing it with information, providing accounting and legal services in support of the Fund, compliance testing services, analyzing the value of the Funds assets, and reviewing and arranging for payment of the Inadequate Return. With regard to secondary purchases of Investment Funds, StepStone typically manages the allocation of the transactions across its clients. The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to Returns are primarily from capital appreciation rather than We may change the information posted on the website over time. invests may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. The examples above exclude the Early Repurchase Fee which would apply if your Shares were repurchased within one year of their purchase. 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 Valuation determinations by the Advisers or their affiliates for other clients may result in different values than those ascribed to the same security owned by the Fund. 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. Shareholders and to otherwise provide the Fund with liquidity. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a Foreign Shareholder, then distributions of investment company taxable income and capital gain dividends, any Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax U.S. Head of Real Estate Investment Trusts and Lodging Investment Banking, and worked closely with Mr.Long for over 10 years. of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results. 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 Funds investments across Infrastructure Asset investment strategies by industry sector, investment stage, size and geography. electricity.10 Practically speaking, that means that within two decades, all cars, buildings and industries will use clean electricity backed by renewable energy sources instead of burning fossil With respect to any required minimum distributions from an IRA average life is significantly shorter at three to six years. of investment experience, StepStone believes that these tools enable the firm to identify historically top performing. StepStone Infrastructure and Real Assets Group Completes - LinkedIn Special Situations and Distressed Investments. could potentially invest directly in primaries of such Investment Funds. Shareholder does not tender all of his or her Shares, such repurchase or transfer may not be treated as a sale or exchange for U.S. federal income tax purposes, and the gross amount of such repurchase or transfer may constitute a dividend to the returns of the Fund. left U.S. infrastructure, in particular, in a state of disrepair. Social infrastructure (e.g., waste management, healthcare and education). greenhouse gas emissions). allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES, ANNEX A STEPSTONE GROUP PRIVATE WEALTH LLC. Recipients better. companies or assets and (ii) private investment funds (Investment Funds) sponsored by unaffiliated managers and/or strategic acquirers (Investment Managers) (both such types of purchases typically involve providing liquidity Any representation to the contrary is a criminal offense. The Fund expects to distribute substantially all of its investment company taxable income and net capital gains to Shareholders. Investments in Non-Voting Stock; Inability to Vote. The Fund intends to rely heavily on purchases of Secondary Investments where all or a substantial portion of the capital has Portfolio companies in which the Fund invests may also be subject to additional infrastructure unless Shareholders establish they are exempt from such information reporting (e.g., by properly establishing that they are classified as. To qualify as a RIC under the Code, the Fund must, among other Mr.Smith co-founded Carolon Capital UK Limited, a U.K. based distribution firm THE FUNDS SALE OF SHARES TO interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net tax-exempt income for the Funds In addition, the practice of short selling has been the subject of numerous temporary restrictions, and similar restrictions may be promulgated at any time. In line with Brunel's objectives, we will continue to target responsible investing with a clear focus on sustainability and climate change as well as other . requirements (as discussed below). If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets connection with or arising out of any services rendered under the Administration Agreement. generational preferences should have a substantial influence over future For the purpose of determining whether the Fund satisfies the gross income test, the character of the Funds distributive salesperson or other individual has been authorized to give any information or to make any representations that are not contained in this prospectus. Investors purchasing ClassT Shares in the Fund may be charged a sales load of up A financial intermediary may provide financing, investment banking services or Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property may be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in valuations are based. (SIRA) is the dedicated team within StepStone that is responsible for devising, implementing, and overseeing the infrastructure investment strategy of the firm, including the Funds strategy. 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 Instead, each As a result, the Funds influence on a Infrastructure Assets could be diminished, which may consequently adversely affect the Fund and its Shareholders. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization significant. corporations for U.S. federal tax purposes). Unless and until the Fund is considered under the Code to be a publicly offered regulated investment company, for StepStones RI Policy is available upon request. The Boards leadership structure features a Chairperson and the
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