selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time. industry do not insure against damages to their timberlands. years. of independent auditors. more Investment Managers in which the Fund invests, or with other entities that are affiliated with the Advisers or such Investment Managers. Shareholders normally will be subject to U.S. federal income taxes, and any state and/or local income taxes, on any dividends Investment Funds constituent documents (e.g., limited partnership agreements) or otherwise negotiate the economic terms of the interests being acquired. have more mature portfolios and may receive earlier distributions, thus reducing the delay in cash flow and return associated with primary investments, and therefore mitigating the J-Curve effect. Relationships with over 500 infrastructure general partners and 1,200 infrastructure funds. Securities Ownership of Portfolio Manager. the [2.00%] Early Repurchase Fee. operate under easements. 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)$10million (a de minimis failure), the RIC shall be considered material adverse effect on the value of the Shares. The Codes apply to the personal investing activities of Trustees and officers of the Fund, the Adviser, and the Sub-Adviser (Access Persons). Senior team members have an average of 17 years of experience. characterized in the manner described above. Independent financial modeling as a means of testing and validating the business plan assumptions and 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). the Funds Agreement and Declaration of Trust and is affected by restrictions imposed under applicable securities laws. [ ] serves as the Funds Distributor pursuant to a distribution agreement (Distribution Agreement). 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 to the full Board. receive both dividends and capital gain distributions in cash. rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without 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. The Fund intends make direct and indirect investments in debt and equity The risk of such actions or litigation may be higher with regard to infrastructure investments (which may be of a public and/or quasi-monopoly nature) compared to other investments. While the Advisers generally seek reasonably 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 emissions in cities, a paradigm shift is expected. Applied effectively, active asset management can help boost user volumes and revenues, cut costs and 2 According to MSCI Private Infrastructure The Fund will be required to make incremental contributions pursuant to capital calls issued from time to time by Investment Funds. 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 corporations), long-term capital gain with respect to the derivative may be recharacterized as ordinary income to the extent it exceeds the long-term capital gain that would have been realized had the interest in the pass-thru entity been held the same character to a partner and will generally have the same source (either United States or foreign), as though the partner realized the item directly. Shareholders are advised to consult their own tax advisors regarding the additional taxation of net investment income. Assets can enjoy monopolistic or quasi-monopolistic market positioning and it may The Limitation Period. a foreign corporation (Foreign Shareholder) as defined in the Code, depends on whether the income of the Fund is effectively connected with a U.S. trade or business carried on by the Foreign Shareholder. such Investment Funds. Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax consequences of the acquisition, holding and affiliates of the Fund. The reinvestment of dividends and distributions pursuant to the DRIP will increase and losses. on certain other dates prescribed in the Code). Alphabet's Sidewalk Labs Offshoot Is Now a Unicorn - Slashdot These techniques may include, without StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized. investment objectives, will satisfy the Advisers pricing and due diligence considerations or will be selected for the Fund. Combined with over two decades The minimum initial and additional investments may be reduced at limited partners. The Board of the Fund consists of five Trustees. Actual and threatened responses to such activity and strained international relations, including 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, Investments for which market Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated gain net income, determined under prescribed rulesfor this purpose (which is generally determined on the basis of the one-year period ending on The termination of certain Reference Rates presents risks to the Fund. estate (e.g., mortgage loans evidenced by notes or other writings defined to be a type of security), mortgage-related securities or investing in companies engages in the real estate business or that has a significant portion of their assets Upon investment, Shareholders immediately gain broad exposure to Infrastructure Assets. 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 A U.S. that may be enacted in the UK or elsewhere. investment strategies of the Fund, as well as the principal risks associated with the Funds investment strategies, are set forth in the Prospectus. The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse. matters of importance to the Trustees, the Fund and Shareholders, and to facilitate compliance with legal and regulatory requirements and oversight of the Funds activities and associated risks. institutional investors only. invest in the Fund if the investor needs a liquid investment. The Funds investment strategy contains three principal elements designed to achieve the objectives To understand this offering fully, you should read the entire Prospectus carefully, including the section entitled Types of Investments and Related Risks, Additionally, a RIC that fails the asset diversification test as of the end of a quarter of a taxable year The Fund offers four separate classes of shares of beneficial interest (Shares) designated as ClassT 4 StepStones estimate of current important role in the transition to net zero emissions supporting decarbonization across numerous industries, in particular energy generation and storage, transportation and carbon sequestration through natural capital related opportunities. such a case, Shareholders of the Fund will include in gross income from foreign sources their pro rata shares of such taxes. Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. certain individuals and on the undistributed net investment income of certain estates and trusts to the extent such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the These transactions would be effected in circumstances in which the Advisers determined that it would be appropriate for the Fund to purchase and another client to sell, or the Fund to sell and another 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 The Fund may agree to indemnify In such case, the Fund may report the retained amount as undistributed capital gains to its Shareholders, who will be This discussion offers only a brief outline of the U.S. federal income tax consequences of investing in the Fund and is based upon present provisions of the Internal Revenue Code of 1986, as amended (the Code), the partner and will generally have the same source (either United States or foreign), as though the partner realized the item directly. related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers business. manner consistent with Investment Company Act Release No. Returns are primarily from capital appreciation rather than volatility of changes in the value of an investment in the Fund, especially in times of a credit crunch or during general market turmoil, such as that experienced during late 2008. capital gains), whether or not the entity makes an actual distribution during such taxable year. distributions of net capital gain) made to Shareholders generally would be characterized as dividend income to the extent of the Funds current and accumulated earnings and profits. See Investment Program StepStone Allocation and will not be eligible for the dividends-received deduction or treatment as qualified dividend income. However, if the Shareholder received any long-term capital gain distributions in respect of the repurchased Shares (including, for Each Independent Trustee is also these limits. of Private Market Assets. In general, the use of leverage may increase the volatility of an investment in the Fund. ]: (1) StepStone receives performance-based fees from [ investments requires a commitment to ongoing risk management. Amended and Restated Agreement and Declaration of Trust. Categories of Nonpublic Personal Information that StepStone Over shorter periods, the portfolio composition may reflect the allocation of capital more opportunistically in accordance with the Funds investment objectives. Access. Value-Add: These investments typically include assets that have a The Compliance with these new requirements will be required after an eighteen-month transition period. of any distribution and at such other times as the Board shall determine (each, a Determination Date). He was responsible for the day-to-day operation of the firm, and he was the head of distribution. 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 cash). If the Fund acquires interests in a secondary Investment Fund through a The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement Shareholders at least [21] calendar days before the Repurchase Request Deadline (typically March31, June30, September30, or December 31); however, the Fund will seek to provide such written notification earlier but no other investment companies to the extent that such investments are consistent with the Funds investment objective and permissible under the 1940 Act. The UBS Global Infrastructure Index is a free float-adjusted, market capitalization-weighted index designed to track the performance of non-utility related global listed infrastructure (transportation and communication). The Board may also suspend or terminate offerings of Shares at any time. Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with. Every investment due diligence conducted by StepStone undergoes an ESG evaluation at multiple levels. In addition, the Adviser is responsible for the operational and governance Foreign Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund. recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; Notwithstanding the foregoing, any increase or decrease in volume of be subject to this excise tax on any amount which the Fund incurred an entity-level U.S. federal income tax. each year and approved over $75billion across asset classes in 400 plus separate transactions, including over $13billion of infrastructure capital, in 2021 alone.