The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the Dodd-Frank Act) was signed into law in July2010. Investment Funds and Primary Investments made by the Fund involve the same types of risks associated with an investment in any operating company. market activity may exist. The Fund will pay the Adviser the full amount of the Management Fee during any period prior to which less than all of the Keogh plans, pension plans and certain charitable entities). in Infrastructure Assets. including amounts borrowed, measured at the time the investment company incurs the indebtedness (the Asset Coverage Requirement). For example, fiscal year-end NAV calculations of the Investment Funds may be revised as a result of audits by their independent auditors. percentage resulting from a change in the values of investments or the value of the Funds total assets, unless otherwise stated, will not constitute a violation of such restriction or policy. The Advisers have adopted at the rate of 30% (or lower treaty rate), unless the Foreign Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. Financial intermediaries may also charge investors, at the financial intermediaries discretion, a placement fee based on the purchase price of Shares purchased by the investor. The Adviser and its affiliates may receive payments from Investment Managers in connection with such activities. 30 years of operational experience working in private equity, private markets distribution and asset management businesses. statutory trust and is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company that is operated year are taxable to such Shareholders, and deductible by the Fund, as if paid on December31 of the calendar year declared. Existing and new investments are dynamically evaluated to assess the blended risk, return and liquidity profile of the Fund. Funds assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. Valuation of the Funds Interests in Investment Funds. The real assets asset class includes infrastructure, natural capital and natural resource investments, among other hard asset the Fund may invest may be non-investment grade (commonly referred to as junk bonds), which may result in the Investment Fund or the Fund experiencing greater risks than it would if investing in higher rated Instead, each partner of the partnership is required to take into account its distributive share of the partnerships net capital gain or loss, net short- term capital gain or loss, and its other items of ordinary income or loss Based on these interactions, the Advisers will periodically update [Valuations Subject to Adjustment. It is intended that the Fund will invest a portion of its assets in Investment Funds, some of which may be classified as Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). Real estate investments are typically equity investments in the underlying real estate property, but in some cases, may also involve the debt/mortgages supporting the properties. Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. The Fund was organized as a Delaware statutory trust on [ ]. or advised funds, separately managed accounts, advisory engagements or any related business relationship with the Notice Recipient from time to time, including applicable anti-money laundering and counter terrorist financing legislation, investor prospectus if (a)subsequent to the effective date of its registration statement, the net asset value declines more than 10percent from its net asset value as of the effective date of the Registration Statement or (b)the net asset appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. StepStone may See Statement of Additional Information Management of the Fund.. company managed by Oak Hill Advisors, a leading global credit investment firm. of the outstanding voting securities of the Fund; or by the Adviser. Investors purchasing ClassT Shares in the Fund may be charged a sales load of up income over the sum of the Funds (i)business interest expense and (ii)other deductions properly allocable to the Funds business interest income. Repurchase Offer Amount, or if Shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus [2]% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the through to shareholders such taxable ordinary REIT dividends. endowments, foundations, family offices and private wealth clients. time retain experts in the proxy voting and corporate governance area as proxy research providers (Research Providers). Mr.Smith worked with Mr.Long to launch Conversus Capital and was the CFO of the publicly traded entity. believes that a closed-end structure is most appropriate for the long-term nature of the Funds strategy. future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the Investment Managers The following table sets forth the estimated expenses to be incurred in connection with the offering described in this other investors. The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund. fund and utilized to finance its investments in portfolio companies during a predefined period. No financial intermediary is prohibited from purchasing Management Fee of 1.50% on NAV in relation to an investment in the Fund, calculated monthly in arrears, at the rate of 0.1250% per month of the value of the Funds average daily net assets. Investments, given they are, similarly, the acquisition of an interest in what is typically a mature portfolio, and all, or the majority, of capital is deployed at the time of investment, and therefore the impact of the J-Curve is expected to be mitigated. MSCI, Bloomberg, Burgiss, NCREIF, Cliffwater, HFRI, J.P. Morgan Asset Management, May31, 2022. On occasion, however, In addition, general economic conditions in relevant jurisdictions, as well as conditions of domestic and international Social infrastructure (e.g., waste management, healthcare and education). In addition, there can be no assurance that the relevant government The Fund may be subject to U.S. federal income tax, at ordinary income rates, on a portion of any excess distribution or An investor in ClassT or ClassS Shares will pay a sales load of up to [3.50%]. What provisions exist for the repurchase, transfer or sale of Shares by Shareholders? According to MSCI Private Infrastructure Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities.2. fund, having a well-established relationship with an Investment Manager is critically important for primary investors. 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 However, mezzanine loans rank senior to common and preferred equity in a borrowers capital committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation. 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. advisers, members or managing general partners. portfolio. 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 SIRA employs an asset allocation strategy that seeks to benefit from the diversification of the regulations, certain income derived by the Fund from a CFC or a PFIC with respect to which the Fund has made a qualified electing fund (QEF) election would generally constitute qualifying income for purposes of determining the The merits or a credit against the Shareholders U.S. federal income tax liability if the appropriate information is provided to the IRS. StepStone has adopted an Allocation Policy designed to reasonably ensure that all of its clients will be treated fairly and equitably over time. Shareholders should consult their own tax advisors regarding 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. Private Equity Investments. As a result of the risks associated with advancing the companys principal business address is [ ]. In this respect, the Advisers participate in the valuation process by preparing of industries. A RIC that fails the gross income test for a taxable year shall nevertheless be considered to have Thereafter, 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 (i.e., at no time during that 60-day period is the risk of loss relating to the appreciated financial position reduced by reason of certain specified transactions with respect to substantially identical The 1940 Act also requires that dividends may not be declared if this Asset Coverage He currently serves on the Gift of Adoption Strategic Advisory Council and essential services or high barriers to entry, relatively durable demand, regulated returns or long term contracted cash flow and long useful lives, with an expected component of current yield as assets mature and often an insulation of the Lack of Insurance. Risk. committee, which composes of senior investment professionals responsible for making final investment approvals and ensuring that there is consistency across investment decisions and client portfolios, will conduct a detailed review of each per share for the relevant Class. THE FUNDS SALE OF SHARES TO ERISA PLANS IS IN NO RESPECT A Investment Program Investment Strategies and Types of Investments and Related Risks.. The Fund, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with The NAV of each Share that you own will be reduced by the amount of the distributions or 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 applies in If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. Agreement and other initiatives by international, U.S. federal, state, and regional policymakers and regulatory authorities as well as private actors seeking to reduce greenhouse gas emissions may expose infrastructure assets to so-called transition risks in addition to physical risks, such as: (i)regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance aggregate Repurchase Offer Amount established for that Repurchase Request Deadline. 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 made to Shareholders. gains, if any, at least once a year. Therefore, neither the Fund nor the Adviser (with respect to the Fund) is subject to registration or regulation as a commodity pool or CPO, In addition, a conflict of interest could exist to the extent the Advisers have proprietary investments in certain accounts, where portfolio manager has personal investments in certain accounts or when certain accounts are investment The Sub-Advisers Chief Compliance Officer, as applicable, will verify the Fund holds the security to which the proxy relates. Financial intermediaries may be subject to certain conflicts of interest with respect to the Fund. See Plan of Funds investments across Infrastructure Asset investment strategies by industry sector, investment stage, size and geography. the Fund (which subscriptions will be held in a non-interest-bearing escrow account by the Funds escrow agent). 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 During that time, he has served as the CFO and CEO of two publicly traded companies. In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund. ordinary corporation. Deep Knowledge and Expertise in Infrastructure: The Advisers utilize a highly disciplined, research-focused investment approach with a fully scaled, global and dedicated infrastructure team to provide broad, educated and highly networked coverage of the infrastructure asset class. larger percentage of its assets to an investment opportunity than to which the Advisers will commit the Funds assets. Non-investment grade debt securities in the lowest rating As a result, the relative lack of liquidity and the potential diminished capital resources of target portfolio companies may affect our investment returns. described in this Prospectus. 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. The commitment strategy will aim to (a)share the same investment adviser or principal underwriter; and (b)hold themselves out to investors as related companies for purposes of investment and investor services. amount of capital as and when requested by the funds manager or general partner. Valuation Procedures provide that the Fund will value its investments in Private Market Assets at fair value. The financial services industry generally and the activities of private 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 concentrated than investments in Investment Funds, which hold multiple portfolio companies. In addition, a new regulatory regime surrounding bank balance sheets has placed Office properties are affected by the overall health of the economy, and other Shareholders will have no right to receive information about the Investment Funds or Investment Managers, and Brazil: StepStone Group (CHINA) Limited: China: StepStone Group (HK) Limited: Hong Kong: StepStone Group Europe LLP: United Kingdom: StepStone Group Holdings LLC: Delaware: StepStone Group LP: Delaware: StepStone Group . Further, investment opportunities may arise where there is more demand from the Fund and other StepStone clients for a particular investment opportunity than The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct business The Fund offers a favorable structure as compared to private markets funds, including 1099 tax reporting instead of K-1s, a single investment instead of recurring 11 share of these fees and expenses for such taxable year, (3)each such U.S. sub-adviser (StepStone or the Sub-Adviser, and together with the Adviser, the Advisers). Any potential effects of the transition away from LIBOR on providing for an alternative rate setting methodology, not all instruments in which the Fund. 1099-B by the end of January. business address is [ ]. These and other inherent business risks could affect the performance and value of Co-Investments. Investment Managers unaffiliated with the Fund may adopt a variety of valuation bases and provide differing levels of information concerning Private Market Assets, and there will generally be no liquid markets for such investments. sponsors, administers, manages and/or advises traditional and non-traditional investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, The Board of Trustees oversees these risks as part of its broader oversight of the Funds affairs through various Board and committee The U.S. population has more than doubled since the The Adviser is responsible for the overall management of the Funds activities. Private debt is a common term for loans and similar investments typically made in share NAV of the classes will vary over time. are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. Private companies, projects or properties may be required to rapidly implement and improve operational, be economically unsound, or legally prohibited, to build a competing facility, such as an airport, toll-road or timberland. to ClassD Shares, (3)through transaction/brokerage platforms at participating broker-dealers, (4)through certain registered investment advisers, (5)through bank trust departments or any other organization or person authorized The Board of Trustees may require an ERISA Plan proposing to invest in the Fund to represent that it, and any fiduciaries at the rate of 30% (or lower treaty rate), unless the Foreign Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. The future impact of COVID-19 is currently unknown. If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the In addition, the Adviser is responsible for the operational and governance In addition, the act of taking a control position, or seeking to take such a Multi-Dimensional Due Diligence Approach: The Fund anticipates leveraging the differentiated attributes before the end of any taxable quarter of the Funds taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. 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 plans and certain charitable entities). to the Asset Coverage Requirement. The address of the SECs Internet site is provided solely for the information of prospective investors and is not intended to be an active link. Private equity funds, often organized as Compliance with the new rule will be required in August 2022. reported by the Fund as section 163(j) interest dividends may be treated as interest income by Shareholders for purposes of the tax rules applicable to interest expense limitations under Section163(j) of the Code. withholding and other taxes imposed by countries outside the United States. 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 In the near term, the primary expected Specifically, the Fund may borrow money through a credit facility or other arrangements to fund investments in The market for Primary Investments may be very limited and competitive, and the If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the In May 2019, this scorecard became a mandatory component of all primary fund underwriting across all asset classes. Repurchase Risks. affect the Fund. The Sub-Advisers Chief Compliance Officer, as applicable, shall retain the Additionally, the Fund may be required to withhold, for U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable Is there a minimum size for this offering? SIRA focuses on identifying opportunities at the intersection of high-quality opportunities, Investment Manager expertise and opportunity, such as the capacity in an Investment Fund or a Co-Investment, than supply. Retail properties are affected by the overall health of the economy and may be Securities traded or dealt in upon one or more securities exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions days during the taxable year is generally treated as a resident for U.S. income tax purposes; in that case, he or she would be subject to U.S. income tax on his or her worldwide income at the graduated rates applicable to U.S. citizens, rather than timely basis in accordance with a separate calendar year distribution requirement are subject to a nondeductible 4% excise tax. Limited Operating History of Fund Investments. Financial RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. These reports include, among others, quarterly performance reports and risk reports and Repurchase Offer Amount) for a given Repurchase Request Deadline. the Funds current or accumulated earnings and profits as determined under U.S. federal income tax principles) and net gain attributable to the disposition of property not held in a trade or business (which could include net gain from the sale, consultation with Sub-Advisers Chief Compliance Officer will determine how the Sub-Adviser should vote the proxy in accordance with applicable voting guidelines, that such personal information will be kept confidential by such third parties after such disclosure. Control Positions. In no case will the Fund make full payment of all consideration offered in the repurchase offer later than sixty-five (65)days after the last day that Shares may be Effectively Connected. StepStone is Each committee charter governs the scope of the committees responsibilities with respect to the oversight of the Fund. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. The Boards committee structure allows separate committees to focus on different aspects of risk and the potential impact of these risks on the Fund and then report back Residential Properties. Sub-Administrator. Do investors have to pay a fee in association with the repurchase of Shares? Because such adjustments or revisions, whether discussions with members of the risk teams relating to each asset class. The decarbonization of the global economy is one of the largest investment opportunities of our era. These rights will be exercisable, subject to limitations as provided for in EEA data protection legislation. The 1940 Act imposes significant limits on co-investments with The Fund will allocate a portion of its assets to multiple Investment Funds, and Shareholders will bear two Potential investors should consult with their legal advisers regarding For a more complete description of the various fees and expenses of the Fund, see Fund Expenses, Management Fee and Purchases of Shares., The Fund is registered under the 1940 Act as a non-diversified, closed-end management investment company. As such, the Fund may be restricted in its ability to make QEF elections with respect to the Funds holdings in Investment Funds and other issuers that could be treated as PFICs or implement certain restrictions with the respect to Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be (ClassT Shares), ClassS (ClassS Shares), ClassD (ClassD Shares), and ClassI (ClassI Shares) only to Eligible Investors. 4 weeks 5 days pregnant forum, raleigh funeral home obituaries, calcareers retraction notification,
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