You may call [ ] to learn the NAV. repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed [2]% of the outstanding Shares of the Fund on the Repurchase Request Deadline. Investments in smaller capitalization companies often involve significantly greater risks than the In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the Dodd-Frank Act) was signed into law in July2010. These investments focus on sustainably leveraging the productive capacity of the land base, and supply chains to transform and distribute production to share of items of income, gain and loss derived through any Investment Funds that are properly treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships) generally will be determined as if the Fund private parties. After the end of each calendar year, Shareholders will be provided a Form1099, containing information regarding the amount and character of distributions received from the Fund during the calendar year. See Conflicts of Interest The Advisers., Leverage Utilized by the Fund. through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. Special tax risks are associated with an investment in to a substantial degree of credit risk. The prices of the securities of smaller companies may be subject to more abrupt or The Fund may repurchase Shares held by a As a result of investments by the Fund or other investment vehicles accessed by the Fund, if any, in foreign securities or In late However, the SEC exemptive order contains certain conditions that limit or restrict the Funds ability to participate in Many are reaching the end of their lifespan and are potentially overstretched. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining Shareholders. Infrastructure Assets up to the limits of the Asset Coverage Requirement. correspondence, annual reports or similar materials, to Shareholders; fees of Trustees who are not interested persons and travel and administrative expenses of Trustees StepStone is a global private markets firm overseeing over US$81 billion of private capital allocations, including approximately US$14 billion of assets under management. out above are heightened with respect to investments in LIBOR-based products that do not include a fall back provision that addresses how interest rates will be determined if LIBOR stops being published. Industry research (including evaluation of market size, potential growth and competitive dynamics). company managed by Oak Hill Advisors, a leading global credit investment firm. A Shareholder whose Shares are registered in the name of a nominee must contact the nominee regarding its status under the DRIP, including whether First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. capital calls and distributions. this Notice include, among others, current clients and investors, prospective clients, former clients, employees of managers with whom StepStone has conducted business, and employees of StepStone or any of StepStones affiliates (each a On Wednesday, the company plans to announce it raised US$400 million from StepStone Group Inc., an investment firm that focuses on infrastructure. impact the Fund. real estate and private debt. aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds tender offers and distributions and dividend reinvestment plan. A sale of Shares, other than in the context of a repurchase or transfer of Shares by the Fund, generally will have the same These principal risks will, In addition, the act of taking a control position, or seeking to take such a Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. each executive officer or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set out in He currently serves on the Gift of Adoption Strategic Advisory Council and The minimum initial and additional investments may be reduced at the Advisers discretion. no case lower than [$25,000]) on initial purchases rather than the higher (in most cases, substantially higher) institutional threshold that would be required from co-investors in each of the underlying Energy Sector Risk. As the Shares are not traded, investors will not be 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 Committee are comprised exclusively of Independent Trustees. Energy sector investments are affected by management of the Funds activities. Following is a brief summary of the information that led to and/or supports this conclusion. speculative characteristics and may carry a greater risk with respect to a borrowers capacity to pay interest and repay principal. Advisory Agreement, Sub-Advisory Agreement and the Administration Agreement. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments commercial and municipal markets may need to revamp their outdated systems in order to charge EVs, store energy and modernize power grids. An approved After the end The Funds Board of Trustees provides broad oversight over the operations and affairs of the Fund. The Fund may invest in Allocation of Co-Investments is a hybrid of StepStones approach on Investment Funds; in certain cases, Co-Investments are therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on the Investment Fund that has invested in the portfolio company; and. 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and, (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a Mr.Reisler has also held roles at RBC and start-ups. Typically, these investments include controlling ownership in the target company, such portfolio companies, which may ultimately have an adverse impact on the NAV of the Fund. Private equity funds, often organized as professionals and any affiliates thereof (financial intermediaries) in connection with the distribution of Shares in the Fund or for their ongoing servicing of Shares acquired by their clients. If market the Adviser and the Funds officers and Board of Trustees. 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 requirements for such managers to register as investment advisers under the Advisers Act, and to disclose various information to regulators about the positions, counterparties and other exposures of the private equity funds managed by such managers. The information in this preliminary prospectus is not complete and may be changed. fails to so qualify. with the new rule regarding the use of securities lending collateral that may limit the Funds securities lending activities. below under Independent Trustees and the Committees.. Combined with over two decades No Shareholder will have the right to require the Fund to repurchase Managers, industry relationships and portfolio companies. The Fund, in conjunction with the Advisers and the Funds Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Fund, against certain liability Possible utilization of leverage, as limited by the requirements of the 1940 Act, may increase the Funds as if the appreciated financial position were sold at its fair market value on the date the Fund, or such Investment Fund, enters into the financial position or acquires the property, respectively. assets. must be sold in privately negotiated transactions. If the Fund acquires interests in a secondary Investment Fund through a unproven and whose capital structures are highly leveraged. In addition, amounts not distributed on a $75+ billion of Infrastructure Assets under advisement or assets under management. manner consistent with Investment Company Act Release No. Any such decision will be made in good faith, and subject to the review and supervision of the Board. Additionally, he sat on the firms management committee where he led the firms initiatives in building relationships, as well as creating its RIA team and growing market share in the RIA space. 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 The SAI provides additional information about the portfolio managers compensation, other managed accounts and ownership Environmental, Health and Safety Risks. The Fund has elected the average cost method as the default cost basis method for Shares are not deposits or obligations of, and are not guaranteed or endorsed structure. over-performance in comparison to equity securities markets in general. and shareholder servicing fees that are calculated as a percentage of NAV. Strategy. 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. If, however, a Shareholder requests to change its election within 30 days prior to a distribution, the request will be effective Thus, the Shares are appropriate only Advisers Act). Orders will be priced at the appropriate price next computed after the order is received by the Administrator. held in person on [ ] and was also subsequently approved by the then sole Shareholder of the Fund. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets Transportation infrastructure companies will also be negatively impacted by natural disasters or terrorist attacks. An additional 3.8% tax will be imposed in respect of the net investment income of 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, and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development. Fiduciaries of ERISA Plan Shareholders may be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such 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. Furthermore, although the Fund expects to receive information from each Investment Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying 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 activity. Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). experience, StepStone believes that these tools enable the firm to identify historically top performing managers and promising companies, projects or properties across the infrastructure investing landscape and make better informed underwriting 23rd day of December 2022. Importantly, StepStones allocation process is managed independently by StepStones Finance team and ratified by the In addition, the Fund has adopted a fundamental policy that it The future impact of COVID-19 is currently unknown. Shareholder Relations | StepStone Group Inc. In such cases, where only voting securities are available for their respective affiliates on behalf of their own other accounts (Investment Manager Accounts) that are the same as, different from or made at a different time than, positions taken 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. Securities Ownership of Portfolio Manager. fixed income securities, lending portfolio securities or entering into repurchase agreements; or. significant. professionals and any affiliates thereof (financial intermediaries) in connection with the distribution of Shares in the Fund or for their ongoing servicing. For taxable years beginning before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. The real assets asset class includes infrastructure, natural capital and natural resource investments, among other hard asset Performance of Private Market Assets are difficult to measure and therefore to each director, officer or partner of the Adviser is incorporated by reference to FormADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File The minimum Prospective investors should read this project may, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment. the Funds portfolio construction with the goals of producing superior risk-adjusted returns and reducing volatility. Shareholders can access Infrastructure Assets through an investment product with terms that are more opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. While the Sub-Adviser may review and utilize is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box . In all events, however, such tax will not be less than $50,000. 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 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) hold the related investment. The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, excluding certain reinvestment. tax on his or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% tax. No Shareholder will have the Distributions from net capital gain (typically referred to as a capital gain dividend) will be characterized as long-term capital gain, regardless of how long Shares have been held by the Shareholder and will not be Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. How does the Fund compensate the Adviser and Sub-Adviser 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 ClassS, ClassD, or ClassI Shares, and the Fund contemplates that one will not develop. Natural capital is viewed as an attractive complement to the To enhance the Funds liquidity, particularly in times of possible net outflows through the redemption of Shares by Investments for which market StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized . industrys most comprehensive and powerful databases tracking over 15,000 general partners across 41,000 Investment Funds garnered from the over 3,500 annual Investment Manager meetings StepStone holds per year. The regulation of the U.S. and non-U.S. securities, derivatives and futures markets and investment funds such as the Fund has undergone substantial change in recent years and such change may StepStone Group to Host Investor Day on June 6, 2023 government regulation and intervention, energy conservation efforts, litigation and negative publicity and perception. People moves: Franks and Lee join DigitalBridge's capital formation Natural capital (e.g., sustainable agriculture and sustainable forestry). 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 equity or debt of structured transactions such as collateralized fund obligations or similar investment vehicles (CFOs) that own existing funds and co-investments. means that the value of the investment companys total indebtedness may not exceed one third the value of its total assets (including the indebtedness). Expense Cap and the recouped amount does not raise the level of ordinary operating expenses in respect of a Classof Shares in the month of recoupment to a level that exceeds any Expense Cap applicable at that time. some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement The securities of many of the companies in which we to existing investors and referred to as Secondary Purchases). Payment pursuant to the repurchase offer will be made to the Shareholders address of record, or credited directly to a predetermined bank account on the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Fund Investments - StepStone Group Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be Any gain recharacterized as ordinary income will be treated as accruing at a constant rate over the term of the derivative contract and may be subject to an interest charge. In allocating the Funds capital, the Advisers will seek to maximize the risk adjusted returns to the StepStone Group Inc. is the sole managing member of StepStone Group. Three Trustees have no affiliation or business connection with the Advisers subject to any sales load at the time of purchase. See Management Fee., In addition, the Fund will also pay for certain recurring expenses, including Partners of a partnership must report these items regardless of the extent to which, 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 partnerships for U.S. federal income tax purposes. Funds investment strategy is to prioritize a proactive sourcing approach for all forms of Infrastructure Assets, driven by a thoughtful portfolio construction plan. Fund may hold the relevant funds and investor application for processing in the next offering. Note that Notice Recipients have the right to lodge a complaint with the appropriate regulator. initial investment is [$1,000,000] with additional investment minimums of [$100,000]. Its principal business address reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Investment Fund. For example, as a result of a terrorist attack in the vicinity of an infrastructure asset, the complete presentation of the matters disclosed below. discussed below. investment in the Fund. derivatives for all purposes under the rule). Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule ClassS Shares in the Fund may be charged a sales load of up to [3.50%] of the investment amount. StepStone has fully integrated an RI process into its investment due diligence and decision-making interviews, and other fund manager meetings. Utilities companies are also subject to considerable costs associated with environmental attributes or skills of each Trustee, including those enumerated in the table below, the Board has determined that each of the Trustees is qualified to serve as a Trustee of the Fund. to additional conflicts of interest. Funds organizational documents; and. Additionally, ownership of regulated infrastructure is usually transferred to private investors through long-term concession agreements that can extend up to 99 years. There also may be circumstances under which the Advisers will cause one or more In determining that a particular Trustee was and continues to be qualified to serve as Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Investment Funds in which the Fund intends to invest and (ii)the recouped amount does not raise the level of ordinary operating expenses in respect of a Classof Shares in the month of recoupment to a level that exceeds any Expense Cap applicable at that time. Shares through the Distributor or such Selling Agent. (including, without limitation, when it has reason to believe that a purchase of Shares would be unlawful). investment in the Fund, calculated and payable monthly in arrears, at the rate of 0.1250% per month of the value of the Funds average daily net assets. each investor attests that he or she meets the suitability standards as stated in the prospectus and/or investor application and agrees to be bound by all its terms. connection with or arising out of any services rendered under the Administration Agreement. there will be insufficient tenant demand to occupy newly developed properties, and the risk that prices of construction materials or construction labor may rise materially during the development. more Investment Managers in which the Fund invests, or with other entities that are affiliated with the Advisers or such Investment Managers. companies through bespoke, privately negotiated transactions. Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. As required in connection with the Funds intention to qualify as a RIC under Subchapter M of the Code, the Fund will, at If the repurchase or transfer of a Shareholders Shares does not qualify for sale or exchange treatment, the Shareholder allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. data created, captured, copied and consumed globally is expected to double in size by 2026.7 Modern data centers are rapidly evolving from centralized, With respect to these investment agreement, especially over the long term. continue. resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments. The Fund reserves the right to repurchase all of the regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding numerous inherent conflicts of interest, particularly where an investment opportunity has limited availability.
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