Mezzanine debt is often used in leveraged buyout and real estate finance transactions. time retain experts in the proxy voting and corporate governance area as proxy research providers (Research Providers). Users of the infrastructure operated by through to shareholders such taxable ordinary REIT dividends. 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 principal office is located at 128 S Tryon St., Suite 880, Charlotte, NC 28202, and its telephone number is (704) 215-4300. If the repurchase or transfer of a Shareholders Shares does not qualify for sale or exchange treatment, the Shareholder as applicable. did not exceed its share of prior increases in income derived from such PFIC shares. The commitment strategy will also take other anticipated cash flows into account, such as Accordingly, disqualification as a RIC would have a material See Fund Expenses for additional information. Shares, ClassD Shares, and ClassI Shares are subject to different fees and expenses. Once Shareholders have held Shares for a year, no fee will be assessed in association with a Share repurchase. management. interests of its clients, (B)the adviser describes its proxy voting procedures to its clients and provides copies on request, and (C)the adviser discloses to clients how they may obtain information on how the adviser voted their proxies. In computing the NAV, the Fund values foreign securities held by the Fund at the latest This summary highlights selected information contained elsewhere in this Prospectus and does not contain all of the outlined above: Allocating the assets of the Fund largely among Infrastructure Assets via Secondary Investments, Co-Investments, and to a modest extent, investments in Primary Investments, including Seasoned Primaries. The repurchase price of the Shares will be the Funds NAV as of the close of regular trading on the NYSE on the What is the tax treatment of the Fund and my distributions? The Fund is a the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder or with the consent of the Fund; ownership of the Shares by the Shareholder or other person likely will cause the Fund to be in violation of, within the private markets investment community as a result of their prior and ongoing experience. data services to its clients. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund StepStone has adopted an Allocation Policy designed to reasonably ensure that all of its clients will be treated fairly and equitably over time. co-investment exemptive relief. from year to year thereafter so long as such continuance is approved annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority of the A copy of each written request from the Board for information on how the Nasdaq Global Select Market under the trading symbol STEP. allocated by the Investment Manager leading the transaction, while in others, StepStone has the ability to allocate the transaction across its clients, in which case the allocation method outlined with respect to secondaries is used. diversification test. through to shareholders such taxable ordinary REIT dividends. Any expenses of the DRIP will be borne by the Fund. expand access to the private markets for high net worth investors. Expenses of the Fund, including the Management Fee and Administration Fees are accrued on a daily basis and taken into account determine if participation in the Fund is a transaction. The Advisers believe it has access to significantly more information than most investors, providing StepStone with a distinctive advantage when evaluating a potential investment. U.S. Head of Real Estate Investment Trusts and Lodging Investment Banking, and worked closely with Mr.Long for over 10 years. commencement of full project operations, many of these licenses and permits have to be maintained over the projects life. Prospectus), or the next business day if the 14th day is not a business day. investment objectives or avoid substantial losses. Financial its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions made to Shareholders. Over time, the allocation ranges and commitment strategy may be adjusted based on the Advisers analysis of the private markets, the Funds existing portfolio at the relevant 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 As such, certain conflicts of interest may exist between such persons and a financial intermediary. If your Shares are repurchased in Year 1, you would incur the Funds portfolio construction with the goals of producing superior risk-adjusted returns and reducing volatility. 14 Private market allocations means the total amount of assets under management and assets under advisement. Such administrative services are included in the Administration Fee. The Fund intends to distribute its income and gains Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with. Pursuant to the dividend reinvestment plan established by the Fund (the DRIP), each Shareholder whose Shares are 1 $427 billion includes $86 billion in assets under management and $340 billion in assets under advisement. Capital is allocated within differing types of infrastructure these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. or allocations paid by the Investment Funds that are paid solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in-kind, as such The Sub-Adviser is responsible for voting proxies on behalf of the Fund. StepStone will not share any other nonpublic personal information about a Notice Recipient with its affiliates or nonaffiliated third parties. A meaningful input in the Funds Valuation Procedures will be the valuations provided by the Investment Managers. 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. In addition to research, the Research Providers could provide vote execution, reporting and recordkeeping. fund, having a well-established relationship with an Investment Manager is critically important for primary investors. Records relating to the vote will be kept for the five-year retention period. The Fund would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether the Fund satisfies the Investment Program Investment Strategies and Types of Investments and Related Risks.. data created, captured, copied and consumed globally is expected to double in size by 2026.7 Modern data centers are rapidly evolving from centralized, The Advisers believe investors should consider the following factors when considering an investment in the advisers, members or managing general partners. diversified 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. 1940 Act, often referred to as a private investment fund, with those of a registered closed-end investment company. offered regulated investment company is a RIC whose equity interests are (i)continuously offered pursuant to a public offering, (ii)regularly traded on an established securities market, or (iii)held by at least 500 persons at delivery within two business days of receipt of a written or oral request, any Statement of Additional Information. residents and domestic corporations. Shareholders interests in the Fund if subsequent investments underperform the prior investments. the Fund before investing. property held for investment) for U.S. federal income tax purposes. repurchase or transfer of a Shareholders Shares qualifies for sale or exchange treatment, the Shareholder will recognize gain or loss equal to the difference between the amount received in exchange for the repurchased or transferred Shares and purposes of this requirement. This regulation may limit both the amount and types of loans and other financial commitments a financial institution can make, and the interest rates and fees it can charge. In connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding Shares. Information about the Funds committees is provided The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. Lack of Insurance. authorities also may restrict a companys access to new markets. A Shareholder Notification (as defined below) will be made available to 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. SIRA uses a range of resources to identify and source promising Infrastructure Assets. There is no market exchange available for Shares of the Fund, thereby making them difficult to Office properties are affected by the overall health of the economy, and other The trading activities of financial intermediaries generally will be carried out without reference to positions held by the Fund or its underlying Investment Funds Funds assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. Persons located in jurisdictions that have entered into an capital gains), whether or not the entity makes an actual distribution during such taxable year. Additionally, the Paris Investments or secondaries., Co-Investments: Investments directly in an operating company, The NAV of each Share that you own will be reduced by the amount of the distributions or entire Prospectus and consult with their own advisors before deciding whether to invest in the Fund. If a Shareholder wishes to accept the average cost method as generally. StepStone Group, a leading global private markets asset management and advisory firm, today announced that the expanded StepStone Infrastructure and Real Assets Group ("SIRA") is now fully integrated into the firm and actively conducting business for StepStone clients. monies so paid to the secondary Investment Fund, there can be no assurance that the Fund would have such right or prevail in any such claim. by the Fund and certain Investment Funds (including in circumstances where investments by the Investment Funds, such as investments in debt instrument with original issue discount, generate income prior to a corresponding receipt of investment objectives, will satisfy the Advisers pricing and due diligence considerations or will be selected for the Fund. the desired allocation to certain Infrastructure Assets could represent a risk to the Funds ability to achieve the desired investment returns. including Investment Managers, institutional investors and industry relationships. securities. However, the SEC exemptive order contains certain conditions that limit or restrict the Funds ability to participate in plan, or other arrangement subject to 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 Each Shareholder has the right to cast a number of votes equal to the number of Shares held by such Shareholder at a meeting services and products needed to improve societys quality of life, social well-being, and safety. trade or business carried on by the Foreign Shareholder, distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate, except in the case of any excess inclusion income allocated The Fund will ordinarily declare and pay distributions from its net investment The Adviser is subject to the ultimate supervision of, and any policies established by, the Board of Trustees. SIRA has also developed a proprietary infrastructure risk index (the StepStone Infrastructure Risk Index), among other things, certain administration, accounting and investor services for the Fund. The private equity market is diverse and can be divided into several different segments, each of which may exhibit distinct Organizational costs include, among other things, the cost of organizing as a Delaware 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. markets through economic cycles. dealers or other financial intermediaries that have agreed to participate in the distribution of the Funds Shares, including the Distributor, for sales and wholesaling support, and also for other services including due diligence support, tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RICs in Central Florida. Tax conventions between certain countries and the United States may reduce or eliminate The Sub-Advisers philosophy on compensation is to provide senior Shares), ClassS (ClassS Shares), ClassD (ClassD Shares) and ClassI (ClassI Shares) on a continuous basis at the net asset value (NAV) per Share plus any The speculative and involves a high degree of risk, including the risk of the loss of your investment. Advisers Act). All investment professionals are salaried. Income is still typically a component of overall returns, but there is potential for greater capital appreciation. Subject to policies established by the Funds Board, However, ClassI Shares will not be subject to other rulesgoverning such plans, and such plans are not addressed above; fiduciaries of employee benefit plans or similar arrangements which are not subject to ERISA, whether or not subject to the Code, should consult with their Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. Private equity is a common term for investments These distributions generally will be taxable as ordinary income or capital gains to the Shareholders, whether or not they are reinvested in Fees and Expenses.. The ClassT Shares NAV plus the ClassS Shares NAV plus the ClassD Shares NAV plus the The tolls or other usage-related fees that are applicable to. Inquiries concerning the Fund and Shares (including information concerning subscription and repurchase procedures) should be The Fund could seek to suspend redemptions in the event that an emergency exists in which it is not structured), all costs and expenses directly related to due diligence of portfolio transactions for the Fund such as direct and indirect expenses associated with the Funds investments (whether or not consummated), and enforcing the Funds securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, in connection with the disposition of its portfolio securities; (5)make loans of money or securities to other persons, item except through purchasing balance in the Fund, as a result of repurchase or transfer requests by the Shareholder, is less than [$5,000]. The Fund has been organized as a continuously offered, diversified Part of a broad private markets business that consistently has thousands of third-party sponsor interactions competition, dependency on patent protection, equipment incompatibility, changing consumer preferences, technological obsolescence and large capital expenditures and debt burdens. private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. The minimum This summary 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 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, Shareholders should consult their tax advisors regarding their cost basis reporting options and to SIRA plans to manage the Funds commitment strategy to reduce the amount of uninvested cash under EEA data protection legislation. or selling the securities of, otherwise investing in or financing, issuers in which the Fund or its underlying Investment Funds has an interest. approval of a project and its actual funding, a well-conceived. On Wednesday, the company plans to announce it raised $400 million from StepStone Group Inc., a private-market investment firm whose focuses include infrastructure. each box that appropriately characterizes the Registrant: Registered Closed-End Fund specified in the Code and the Treasury regulations promulgated thereunder are exempt from backup withholding but may be required to demonstrate their exempt status. To operate in a manner 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 ClassT Due to their higher risk profile and Investment opportunities are made available to the Fund and other provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. private companies: have reduced access to the capital markets, resulting in diminished capital resources and the ability to through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. companies through bespoke, privately negotiated transactions. The Adviser may For example, Investment Managers may value investments in portfolio companies and direct private equity investments at cost. A copy of Therefore, Shareholders should expect that they will be unable to sell their Shares for an indefinite time or at a desired price. The Fund is an interval fund (as defined below) pursuant to which it, subject to applicable law, will conduct quarterly Under certain Dependence on Tenants. StepStone Group Inc. serves as the Sub-Adviser of the Fund and will provide ongoing research, recommendations and portfolio management regarding the Funds investment portfolio. registration statement: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL. in the Fund. RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. recommend to the Board of Trustees that the Fund offer to repurchase Shares quarterly, no assurances can be given that the Fund will do so. Portfolio companies in which the Fund invests may also be subject to additional infrastructure The 1940 Acts Asset Coverage Requirement requires a registered investment company to satisfy While the Code constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign entity classified as a corporation for U.S. federal income tax purposes. investments. legally permitted to make the QEF or mark-to-market election will do so. complete the proxy, and vote the proxy in a timely and appropriate manner. the Fund invests and may receive compensation in connection with such activities. regulatory compliance; (x)reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; (xi)political hostility to investments by foreign or private investment fund investors; and StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real . to [3.00%] and a maximum dealer fee of [0.50%] of the investment amount. incurred had it invested in Secondary Investments directly. The Fund generally will be required Infrastructure Sector Risk. This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the The Fund will allocate a portion of its assets to multiple Investment Funds, and Shareholders will bear two These investments may also be at risk for increased costs, as well as certain other costs, including governmental fines and liabilities for injuries to persons and property. StepStone Group Inc. is listed and trades on the Nasdaq Global Select Market under the trading symbol STEP. The Board recognizes that it is not possible to identify all of the risks that may affect the Fund, and that it is not Investors purchasing. The Advisers believe that securities offered by private investment funds are typically sold in large minimum denominations (often at least $5,000,000 to $20,000,000) Changing Generational Preferences: Younger generations often have different expectations for It is enforced by the StepStones Investment Committees (Investment Committee or IC) the ability of real estate investments to operate effectively. FormW-8ECI,IRS FormW-8IMY or IRS FormW-8EXP, or an acceptable substitute or successor form). No. Fair value pricing involves subjective judgments, and it is possible that the fair value determined for a security is materially different than the value that The minimum initial investment for StepStones Legal and Compliance department. Notwithstanding the above, Prospectus. The Fund does not currently intend to list its Shares for trading on any national deductible by a U.S. The Fund is For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and exchange-traded funds, and in business development companies If the Fund, or possibly an Investment Fund, either (1)holds an appreciated financial position with respect to stock, business taxable income (UBTI) from being realized by its U.S. federally tax-exempt Shareholders (including, among others, individual retirement accounts (IRAs), 401(k)accounts, to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within the companies. 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. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940. Consequently, ClassT, ClassS, ClassD, and ClassI Shares should only be acquired by non-diversified closed-end management investment company designed primarily for long-term investors and is not intended to be a trading vehicle. investment in the Fund. cases you should purchase ClassI Shares because ClassI Shares have no upfront selling commissions or shareholder servicing fees, which will reduce the NAV or distributions of the other Share classes.
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