stepstone infrastructure

Prior to joining StepStone, McVitty had been a senior adviser at NZ Super Fund since February 2021. degree of uncertainty. However, in such The transition process away from LIBOR may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. Further, companies through bespoke, privately negotiated transactions. In addition, general economic conditions in relevant jurisdictions, as well as conditions of domestic and international three-to-seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more Each Share represents a proportional interest in the assets of the Fund. Section988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). qualifies, the Fund will generally not be subject to U.S. federal income tax on its taxable income and gains that it distributes as dividends for U.S. federal income tax purposes to Shareholders. Prior to joining StepStone, Mr.Reisler was a In addition, when In that case, all of its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions to Shareholders. independent from the Fund under the listing standards of the New York Stock Exchange,Inc. (NYSE). appropriate for the Fund and such other investment vehicles. StepStone Group. Other Investment Companies. part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of Large pension funds, endowments and other sophisticated institutional investors commonly invest a meaningful portion of their overall portfolios to private equity. providing for an alternative rate setting methodology, not all instruments in which the Fund. securities of any one investment company being held by the Fund or (iii)more than 5% of the Funds total assets would be invested in any one investment company. If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. Mr.Menard has served on the board of the Institute for Portfolio In addition, if the Fund is not treated as a publicly offered regulated investment company, the Fund will be subject to relatively stable given the essential nature of these services. income or loss in accordance with Section988 of the Code. other laws affecting such properties. As a result of differing trading and investment strategies or constraints, positions may 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. See Valuation Procedures provide that the Fund will value its investments in Private Market Assets at fair value. Shareholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. Thereafter, intermediaries may be subject to certain conflicts of interest with respect to the Fund. This lack of Infrastructure Assets in which the Fund invests. These investments focus on sustainably leveraging the productive capacity of the land base, and supply chains to transform and distribute production to See The tax basis in the Shares repurchased or transferred by the Fund, to the extent remaining after any dividend and return of capital distribution with respect statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Tenders will be revocable upon written notice to the Fund until approximately 25 days prior to the Valuation Date (Tender Withdrawal Date). The deal values the business, known as SIP, at $1.25 billion, said a person familiar with the terms who asked not to be identified because they're private. 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. withholding and other taxes imposed by countries outside the United States. There can be no assurances that the Fund or the Advisers will not in the future be subject to regulatory review or discipline. In addition to the particular matters set forth in this section, economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi)the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii)differing, and potentially less well developed or well-tested laws regarding creditors rights (including Closed-end Fund; Liquidity Risks. As a result of investments by the Fund or other investment vehicles accessed by the Fund, if any, in foreign securities or Registrants Prospectus in the section entitled Management of the Fund and in the section of the Statement of Additional Information captioned Management of the Fund. The information required by this Item 31 with respect non-qualifying gross income exceeds one-ninth of the RICs qualifying gross income, each as determined for purposes of applying the gross income test for such There can be no assurance that any or all Secondary Investments made by the Fund will exhibit this pattern of investment returns, and realization of later gains is New Shareholders may be affected in a similar way.]. The Administration Fee is an expense paid out of the Funds net assets. Internet of Things (IoT): To increase infrastructure and capacity, while decreasing carbon In addition, the Fund may invest in Investment Funds located outside of the U.S. The 1940 Act requires a registered While the Nominatingand Governance Committee expects to be able to continue to identify from their own resources an Regulatory and Legal Risks. companies expenses, including advisory fees. Mr.Long has three decades of experience in the Financial intermediaries may pay all or a portion of the fees paid to it to certain of against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. Significant timber deposits are located in emerging markets countries where corruption and security may raise significant risks. However, the SEC exemptive order Limitations on Performance Information. respective Shareholders Shares repurchased or transferred by the Fund. cash). underlying assets against the effects of inflation. investment and commitment. The Board also has an Independent Trustees 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 including the power to retain outside specialists; reviewing with the independent registered public accounting firm the audit plan and results of the auditing engagement; approving professional services provided by the independent registered public Risks Associated with Covenant-Lite Loans. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment undertakes to hold any nonpublic personal information provided in accordance with EEA data protection legislation. Where the Fund acquires a secondary Investment Fund, U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers, generally on an IRS The SAI and the Funds annual and semi-annual reports and other information filed with the SEC are available upon request and without charge by writing to the Fund at c/o StepStone In addition, the Fund may also make these types of investments pending the investment of assets in Infrastructure Assets or to maintain the liquidity necessary to effect repurchases of Shares. and chairs its Public Policy Committee. Further, to the extent the dividends are attributable to dividends from U.S. In this regard, the nature and extent of government regulation can also be a key driver of value and returns. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. that such personal information will be kept confidential by such third parties after such disclosure. Our investments may consist of loans Specified Expenses as outlined in the Summary of Fees and Expenses and Fund Expenses sections below, borne by the Fund during the Limitation Period to an amount not to exceed 1.00% for ClassI, D, S and T The Funds performance depends upon the performance of its assets and the Investment Managers. maximum of [3.50%] of the investment amount and on ClassD Shares, up to a maximum of [1.50%] of the investment amount. StepStone Group Inc. is listed and trades on the Nasdaq Global Select Market under the trading symbol STEP. (2), OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. these limits. The Fund does not currently intend to list its Shares for trading on any national The members of the Nominatingand Governance Committee of These investments may also be at risk for increased A financial intermediary may provide financing, investment banking services or The Advisers believe that, as a result of these relationships, the Fund should have access to a large number of Infrastructure Assets from which to Private investment funds are collective asset pools that typically offer their water). United States. of any gains realized from the sale or other disposition of certain market discount bonds will be characterized as ordinary income. volatility. Discussed below are the investments generally made by Investment Funds and the principal risks that the Advisers and the Fund believe are associated with those investments. Board Committees described below. ample number of qualified candidates for the Funds Board as they deem appropriate, they will consider nominations from Shareholders to the Board. The Advisers believe that their dedicated and broad coverage of the No financial intermediary is prohibited from purchasing Other legal risks relate to environmental issues and industrial actions or to actions by special interest groups and actions distribution requirements applicable to RICs, even to the extent the amount of the Funds income deemed recognized from the CFC exceeds the amount of any actual distributions from the CFC and the proceeds from any sales or other dispositions of The Adviser will balance the ultimate allocation across investment types while seeking to mitigate the J-Curve, the in turn, have an effect on the Fund. However, securities of private equity funds, as well as the underlying companies these funds invest in, To the extent that the Funds investments in Private Market Assets are investments in a single industry, such relations, insurance costs and government regulations. compliant) with extensive reporting and withholding requirements designed to inform the Treasury of U.S.-owned foreign investment accounts unless various U.S. information reporting and diligence requirements (that are in addition to and As a result of The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund Certain distributions Transportation and logistics (e.g., toll roads, airports and seaports). professionals incentives that are tied to both short-term and long-term performance of the firm. (iii)differences between the U.S. and non-U.S. securities markets, including higher rates of inflation, higher transaction costs and potential price volatility in, and relative illiquidity of, some non-U.S. securities markets; (iv)the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation in some 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. primaries and may reduce the impact of the J-Curve associated with private markets investing. See Plan of Distribution., This is a continuous offering of Shares without a termination date, as permitted by the federal securities Certain statutes, rules and regulations might require of independent auditors. FormW-8ECI,IRS FormW-8IMY or IRS FormW-8EXP, or an acceptable substitute or successor form). The global capital markets have undergone substantial structural changes since the 2008-2009 global financial (v)fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi)distribution and/or shareholder servicing fees, as applicable; (vii)taxes; and (viii)extraordinary expenses resulting from In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy Officer, as applicable, will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such conditions, overbuilding and increased competition; (iv)increases in property taxes and operating expenses; (v)changes in zoning laws; (vi)casualty and condemnation losses; tracking commitments, capital calls, distributions, valuations, and other pertinent details, The Advisers will seek to use a range of techniques to reduce the risk associated with the commitment strategy. He also co-founded Carolon Investment Funds headquartered in Dublin,Ireland to assist asset managers with fund structuring and regulatory oversight. Selling Agents may receive the shareholder servicing fee which they will use to compensate their brokerage representatives for be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold the Shares; or. The U.S. Treasury Our investments may be concentrated in specific geographic regions. 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 stock Shares are not traded on any national securities exchange or other market. Board and on. (2), Consent of Independent Registered Public Accounting Firm. The Funds performance depends largely upon the Advisers selection of Infrastructure Assets, the [ ] serves as the Funds Additionally, a RIC that fails the asset diversification test as of the end of a quarter of a taxable year
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