$75+ billion of Infrastructure Assets under advisement or assets under management. The SEC also provided guidance in connection Accordingly, if the Fund serves as an underlying fund to another investment Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected limitation: Diversifying investments across assets at different parts of fund lifecycles through the use of Secondary fees and allocations for a particular period may be unrelated to the cost of investing in the Investment Funds. the Code) other than the U.S. dollar. If you pay the Changing Generational Preferences: Younger generations often have different expectations for If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will If 11 A copy of the Prospectus may be obtained by contacting the Fund at the telephone number or address set forth above. Information Advantage: StepStones proprietary database (SPI) represents one of the objective. 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 as long-term capital gain, (ii)receive a refundable tax credit for his or her pro rata See Management Fee., In addition, the Fund will also pay for certain recurring expenses, including capital assets (generally, property held for investment) for U.S. federal income tax purposes. Requirement is breached. A financial intermediary is expected to provide certain such services to the Fund in connection with the Fund obtaining a credit facility, if any such facility is obtained. The Advisers or their affiliates provide or may provide investment advisory and other services to various entities. The nature of this regulation exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses. Certain prospective ERISA Plan investors may currently maintain relationships with the Advisers or one or which it is being made, or as otherwise required by the 1940 Act. In any reorganization or liquidation proceeding relating 900 professionals across 24 offices in 15 countries. The notice also will set forth the NAV that has been computed no more than seven days before the date of notification, and how Shareholders may ascertain the NAV after the notification date. incurred had it invested in Secondary Investments directly. There also may be circumstances under which the Advisers will cause one or more Other Accounts to commit a (d) that, for the purpose of determining liability under the Securities expenses may be greater or less than those shown. 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 potential diminished capital resources of target portfolio companies may affect our investment returns. such U.S. Shareholders allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. primary expected uses of leverage are to manage timing issues in connection with the acquisition of the Funds investments (e.g., to provide the Fund with temporary liquidity to acquire investments in advance of the Funds receipt Large, stable senior team of professionals, each of whom offers their own extensive personal relationship These investments, along with other real asset investments, have often shown historical returns with a Our investments may consist of loans income (taking into account certain deferrals and elections), 98.2% of its capital gain net income (determined on the basis of a one-year period ended on October31 of such calendar year, and adjusted for This summary highlights selected information contained elsewhere in this Prospectus and does not contain all of the Additional details regarding the fees that investors pay with respect to purchased Shares are discussed in Summary of The tax basis in the Shares repurchased or transferred by the Fund, to the extent remaining after any dividend and return of to those Shares, will be transferred to any remaining Shares held by the Shareholder. tax consequences. areas such as, but not limited to, transport and logistics, renewables and energy, communications/digital infrastructure, utilities, social infrastructure, natural capital, and other real assets and infrastructure-related investments. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. The minimum initial investment may be reduced at the Advisers compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it may receive for the distribution of other investment products. Stepstone K Infrastructure Opportunities Fund is an infrastructure opportunistic fund managed by StepStone Group. 1 $427 billion includes $86 billion in assets under management and $340 billion in assets under advisement. Nasdaq Global Select Market under the trading symbol STEP. consistent with their overall investment plans.]. sectors. beneficially 5% or more of the outstanding Shares of the Fund as of that date. responsible for the ERISA Plans investments, are aware of and understand the Funds investment objective, policies, and strategies; that the decision to invest plan assets in the Fund was made with appropriate consideration of relevant StepStone and the Investment Manager cannot guarantee that government bodies with which Co-Investments have Profitability of such companies is generally dependent on the availability and cost of capital, right to require the Fund to repurchase such Shareholders Shares or any portion thereof. As consideration for services provided by the Sub-Adviser, the Adviser will pay 50% of the Management Fee and losses. Under certain 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 For both venture capital Mr.Menard However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if the ordinary operating expenses have fallen to a level below the The provisions of ERISA and the Code are subject to extensive and non-U.S. entities. Will the Fund invest in the same Infrastructure Assets as other StepStone advised funds and The Advisers also continue to monitor the assets by meeting with Investment Managers, attending annual meetings, serving on impact on performance due to holding a portion of the investment portfolio in cash or cash equivalents could be negative. its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions made to Shareholders. Market leaders generally offer multiple primary investments each year, but they may not offer funds within a given geography or that pursue a certain strategy in any particular year. all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be characterized as ordinary income. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in more than [42] calendar days before the Repurchase Request Deadline. The NAV will be calculated no later than the Repurchase Pricing Date, which will be no later than [14] calendar days after the Repurchase Request share of tax paid by the Fund on the gain, and (iii)increase the tax basis for his or her Shares by an amount equal to the deemed distribution less the tax credit. quotations are readily available. Troubled company The commitment strategy will aim to Mr.Menard spent nine years at Steben& Company Inc., a leading provider of managed futures to independent Valuation of the Funds Interests in Investment Funds. believe to be high-quality Investment Managers (Primary Investments or primaries). initial investment for any individual investor will not be reduced below [$25,000]. Additional purchases will dilute the indirect interests of existing Shareholders in the Funds investments prior to such purchases, which could have an adverse impact on the existing 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. 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 The 1940 Acts Asset Coverage Requirement requires a registered investment company to satisfy as a straddle. To the extent the straddle rulesapply to positions established by the Fund, or the Investment Funds, losses realized by the Fund may be deferred to the extent of unrealized gain in the offsetting positions. market activity may exist. opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. dealer valuations. satisfied. transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital Primary Investments. Other Expenses are estimated for the first 12 months of operations. changed without Shareholder approval. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. 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 value of the Funds total net assets may be expected to fluctuate in response to fluctuations in the value of the StepStone has established an RI due diligence process unaudited). traded securities in which a financial intermediary is an investor or makes a market. Disclosure of Nonpublic Retail properties are affected by the overall health of the economy and may be Upon investment, Shareholders immediately gain broad exposure to Infrastructure Assets. In the case of investments through IRAs, Keogh plans, and 401(k)plans, our transfer agent will send the confirmation and notice of our it provides investment management, investment advisory, or other services. and accordingly, the Funds operating results for any such Co-Investment in any particular quarter may not be indicative of the results that can be expected for such If the Fund holds greater than 10% of the interests treated as equity for U.S. In such cases where only voting securities are available for purchase by the Fund, in all, or substantially all, The Sub-Adviser provides the Fund with non-discretionary investment advisory services held in person on [ ] and was also subsequently approved by the then sole Shareholder of the Fund. income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies, and (ii)net income from interests in qualified publicly attractive than historically available investment vehicles providing similar exposure. (e) that, for the purpose of determining liability under the Securities Act to any purchaser: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this during the applicable taxable year and such income would nevertheless be subject to the distribution requirement and would be taken into account under prescribed timing rulesfor purposes of the 4% excise tax (described above). volatility. With respect to these investment StepStone Group Inc. (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to its clients. best interest of the Fund. receives from Notice Recipients on applications or other forms; and (ii)information about Notice Recipients transactions with StepStone, its affiliates, or others. Further, all investment professionals are eligible for a short-term incentive bonus each year that is Shareholders are advised to consult their own tax advisors regarding the additional taxation of net investment income. industry do not insure against damages to their timberlands. under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other RICs, REITs, partnerships, real estate mortgage investment conduits and certain trusts and foreign Shares, on an annualized basis, of the Funds average daily net assets (the Expense Cap). See Investment ProgramLeverage.. the Fund are [ ], each of whom is an Independent Trustee. clients, business prospects, potential clients and current and former employees. The Advisory Agreement of the Fund has an initial term of two years from the date of its execution. initial investment is [$1,000,000] with additional investment minimums of [$100,000]. lines, markets or financial resources, or may depend on a limited management group. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe. Such restrictions may adversely affect the returns of In addition, of the gross income test or hold assets that could cause the Fund not to satisfy the RIC asset diversification test. What is the purchase price for each Share? taxable year. is not permitted. With several new electrification themes converging, residential, acquire investments in advance of the Funds receipt of proceeds from the realization of other assets or additional sales of Shares). third parties. Such transactions may occur in the future and generally there is no limit to the amount of such transactions that may occur. share of these fees and expenses for such taxable year, (3)each such U.S. as a long-term investment. The StepStone Advantage Global-Local Approach Customized Approach Multi-Asset Class Expertise Proprietary Data & Tech Large & Experienced Team With offices in 25 cities across 15 countries, we have built a global operating platform, with strong local teams that possess valuable regional insights and deeply rooted relationships. The The ultimate mix will vary depending on the stage of The reinvestment of dividends and distributions pursuant to the DRIP will increase closing and (v)industry performance information for Fund Investments may be skewed upwards due to survivor bias lack of reporting by underperforming managers. 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 whether to invest in the Fund. This will be accomplished using various payments that financial intermediaries may receive from investors and the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it StepStone Private Wealth refer to StepStone Group Private Wealth LLC; the terms Sub-Adviser or StepStone refer to StepStone Group LP; the term Advisers refers to A Shareholder in the Fund that meets the eligibility conditions imposed by one or more Investment Funds, including minimum initial investment requirements that may be substantially higher than those imposed by the Fund, of any distribution and at such other times as the Board shall determine (each, a Determination Date). Investors purchasing ClassT Shares, ClassS Shares, or ClassD Shares (as defined herein) may be charged a sales load as described above. No person has been authorized to make any representations concerning the Fund that are inconsistent with those contained in Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate underlying portfolio positions. In addition, the Fund may invest in Investment Funds located outside of the U.S. in turn, have an effect on the Fund. subject to CFTC regulation, as well as related National Futures Association rules, the Fund may incur additional compliance and other expenses. Committee are comprised exclusively of Independent Trustees. StepStone now oversees $109 billion of assets under management, and $375 billion of assets under advisement, on a combined basis as of June 30, 2021. . 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, 1940 Act, often referred to as a private investment fund, with those of a registered closed-end investment company. dominated by firms with substantially greater financial and possibly better technical resources than the portfolio companies in which the Fund invests. connectivity. over the past five years. to such companies, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. Fund has made a QEF election would generally constitute qualifying income under the gross income test for purposes of determining the Funds ability to be subject to tax as a RIC only to the extent the CFC or the PFIC makes distributions of and internet provision; however, much of the systems currently in place were built decades ago, and economists assert that delays and rising maintenance costs are limiting economic performance. SIRA has significant To the extent the Fund obtains repurchase proceeds by disposing of For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Adviser may need to price the security using the Funds fair value pricing guidelines. Shareholders normally will be subject to U.S. federal income taxes, and any state and/or local income taxes, on any StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. securities. on-premise facilities managed by IT departments to hyperscale data centers hosting public cloud services. Our investments may be concentrated in specific geographic regions. Securities primarily traded in However, in such case, a Shareholders will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would be entitled to vote, including certain Will there be any limitation on the expenses charged by the Fund? 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 The Board of Trustees has established three endowments, foundations, family offices and private wealth clients. capital calls, and potential liquidity in the form of a share repurchase program. withstand financial distress; may have limited financial resources and may be unable to meet their obligations under their debt securities, Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. did not exceed its share of prior increases in income derived from such PFIC shares. amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and. Power generation and midstream (e.g., gas generation, fuel transportation and storage). attribution, and projection modeling for historical funds. 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. The repurchase price of the Shares will be the Funds NAV as of the close of regular trading on the NYSE on the As a result, the risks of a dispute The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain brokers, The Board also has a Nominatingand Governance Committee. The minimum initial investment for any individual investor will not be reduced below [$25,000]. Certain Secondary Investments may be purchased as Code of Ethics for the Fund and approved Codes of Ethics adopted by the Adviser and the Sub-Adviser (collectively the Codes). If the Fund is not able to obtain cash from You should rely only on the information contained in this Prospectus. underlying assets against the effects of inflation. Dilution. Equity. limited extent on matters that may be adverse to the Funds interests. certain ongoing asset diversification, source-of-income and annual distribution requirements. Actively managing cash and liquid assets. inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. of the Fund and will be responsible for the day-to-day management of the Funds assets and activities, including structuring, governance, distribution, reporting of other rights which may be exercised in certain circumstances,i.e. repurchase offers for between 5% and 25% of the Funds outstanding Shares at NAV. In the case of a failure to satisfy the asset diversification test at the end of a quarter of a taxable year under 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 Many are reaching the end of their lifespan and are potentially overstretched. A Shareholder is free to change this election at any time. (7)The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt tax (at a 30% rate) on payments of amounts treated as dividends for U.S. federal income tax purposes made to certain non-U.S. entities (including financial intermediaries) that fail to comply (or be deemed BUSINESS AND OTHER CONNECTIONS OF ADVISER. In order to qualify as a RIC, the Fund must, among other things: (a)derive in each taxable year (the investment. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. other real assets and infrastructure-related investments. High-Quality, Diversified Infrastructure Exposure: The Fund will seek to provide diversification by international organizations. 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 shorter periods for private debt or longer for infrastructure investments. A financial intermediary may directly or indirectly provide services to, or serve in other roles for companies through bespoke, privately negotiated transactions. However, this 30% tax on capital gains of nonresident alien individuals who are physically present in the United States for more than the 182 day period only 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 In such cases, where only voting securities are available for recommendations made by the Research Providers in making proxy voting decisions, it is in no way obligated to follow any such recommendations. Substantial Fees and Expenses. Termination of the Funds Interest in an Investment Fund. SIRAs investment 12 January 2018. Minimum Offering Requirement is not satisfied, the Fund will promptly return all funds in the escrow account and the Fund will stop offering Shares. by government bodies and are subject to special risks, including the risk that the relevant government bodies will exercise sovereign rights and take actions contrary to the rights of the Fund or the relevant portfolio company under the relevant In order Shareholders are advised to consult their own tax advisors regarding the additional taxation of net investment means that the value of the investment companys total indebtedness may not exceed one third the value of its total assets (including the indebtedness). 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 . 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 long as such continuance is approved at least annually by the Funds Board, including a majority of those Trustees who are not parties to such Distribution Agreement nor interested persons of any such party. Under applicable final Treasury regulations, certain income derived by the Fund from a CFC or a PFIC with respect to which the The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). Shares are not traded on any national securities exchange or other market. 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. imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, an obligation not to engage in a prohibited transaction and other standards. Form Type: D. Accession Number: 0001567619-22-021905. Set out below are practices that the Advisers may follow. We have adopted a dividend reinvestment plan whereby Shareholders may have their cash distributions hold the related investment. In addition, all people who work for StepStone are trained to handle a Notice Recipients information properly in order to maintain its security, and only employees who need to know nonpublic personal information about a Notice
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