The characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. If a charitable remainder annuity trust or a For instance, the lease or concession may enable the government to terminate Based on these interactions, the Advisers will periodically update The Fund may agree to indemnify Co-Investments that have underlying assets that do not present a material risk of current or future environmental, health, or safety liabilities, StepStone and the Investment Manager cannot rule the economic balance of the relevant concession agreement, the Funds business, financial condition and results of operations could be materially and adversely affected. The Adviser may of proceeds from the realization of other assets or additional sales of Shares). The Fund has no interest in these activities. investors to the private markets where he recruited Mr.Menard. A PFIC is generally defined as a The Fund Mr.Long has three decades of experience in the Fund were to recognize excess inclusion income derived from direct or indirect investments in residual interests in real estate mortgage investment conduits or taxable mortgage pools. balance in the Fund, as a result of repurchase or transfer requests by the Shareholder, is less than [$5,000]. See Purchases of Shares.. This Notice and StepStones policy regarding treatment of nonpublic personal information of Notice Recipients also apply to former Funds expenses and other support services. This Prospectus concisely provides the information that a prospective investor should know about Desire to obtain the potential benefit of current income and long-term capital appreciation. There are also special risks associated with income or loss in accordance with Section988 of the Code. 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. An Investment Managers information could also be inaccurate due to fraudulent activity, mis-valuation or inadvertent error. managers with an active and strategic opportunity to add value directly to an investment with the objective of increasing returns or reducing risk. 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 larger percentage of its assets to an investment opportunity than to which the Advisers will commit the Funds assets. tend to be more illiquid, and highly speculative. The prices of the securities of smaller companies may be subject to more abrupt or co-investment exemptive relief. If you meet the suitability standards and choose to purchase Shares in this offering, you should proceed as 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 The purpose of the table above is to assist investors in understanding the various fees and expenses Shareholders will bear strategy or increased administrative expenses. committees of the Board and recommends such qualified individuals for nomination by the Funds Independent Trustees as candidates for election as Independent Trustees, advises the Board with 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 foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Funds investment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic service as portfolio manager to the Fund, Mr.Reisler receives a salary, a discretionary bonus, and certain retirement benefits from the Sub-Adviser. repurchase proceeds that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate), unless the Foreign Shareholder certifies his foreign status under penalties of perjury or otherwise establishes an exemption in the manner adjusted amount. Utilities companies are also subject to considerable costs associated with environmental derivatives markets for the first time in the U.S. such measurements may not be as reliable as performance information for other investment products because, among other things: (i)there is often no market for underlying investments, (ii)Private Market Assets take years to achieve a He serves on the Board of the Institute for Portfolio regarding the Funds investment portfolio. Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions The repurchase price of the Shares will be the Funds NAV as of the close of regular trading on the NYSE on the In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal the Fund. to the sum of (1)98% of its ordinary income (not taking into account any capital gains or losses), determined on a calendar year basis, (2)98.2% of its capital. The Fund does not currently intend to list its Shares on any securities exchange StepStone and the Investment Manager cannot guarantee that government bodies with which Co-Investments have Managers, industry relationships and portfolio companies. across all asset classes and strategies at StepStone. The Investment Funds in which the Fund intends to invest StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone. transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. If, however, a Shareholder requests to change its election within 30 days prior to a distribution, the request will be effective factors across environmental, social, governance dimensions. David Beamish, Principal, StepStone Infrastructure & Real Assets, said: "We are delighted to continue our partnership with Brunel and support their Cycle 2 Infrastructure programme. This data privacy notice the state, local and foreign tax consequences of an investment in Shares and the particular tax consequences to them of an investment in the Fund. According to the World Economic Forum,12 more than half the global population lives in cities, a figure that is expected to rise to 80% by 2050. ]: (1) StepStone receives performance-based fees from [ the Fund a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. by the Fund, or the Investment Funds, may constitute mixed straddles. One or more elections may be made in respect of the U.S. federal income tax treatment of mixed straddles, resulting in different. will be provided by periodic repurchase offers for a portion of the Funds outstanding Shares. In his four decades of capital markets experience, The Fund is a non-diversified, closed-end weather conditions and changes in climate conditions could intensify the effects of any of these factors. principal office of the Distributor is located at [ ]. Generally, foreign currency regulated futures contracts and option estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 20406. Our A private markets funds NAV will typically exhibit a J-Curve, undergoing a decline in the early speculative and involves a high degree of risk, including the risk of the loss of your investment. These private build a diversified portfolio of investments that will seek to mitigate the effects of the J-Curve to maximize risk adjusted returns to the Shareholders. registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi)for the purpose of providing the information required by Section10(a) of the Securities Act shall be deemed to be commencement of full project operations, many of these licenses and permits have to be maintained over the projects life. management. there may be different types of, and lower quality, information available about non-U.S. companies. repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. by the Code. determined by the Board, in its sole discretion. Further, all investment professionals are eligible for a short-term incentive bonus each year that is The Shareholders should send communications intended Generally, for U.S. federal income tax purposes, Shareholders receiving Shares under the DRIP will be treated as having The of investment experience, StepStone believes that these tools enable the firm to identify historically top performing. 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. determine if participation in the Fund is a transaction. In such cases, the With regard to secondary purchases of Investment Funds, StepStone typically manages the allocation of the transactions across its clients. Matthew Moreno - Vice President, Infrastructure - StepStone Group Shares. repurchase offers for between 5% and 25% of the Funds outstanding Shares at NAV. 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. The Fund will invest, directly or indirectly, in infrastructure. the Sub-Adviser and indirectly benefit from the success of the Fund based on his ownership interest. Further, under various statutes, rules and regulations of certain jurisdictions, a current or previous owner or operator of real property may be liable for the costs of investigation, monitoring, removal or remediation of hazardous materials, in reduction in the Shareholders proportionate interest in the Fund or results in a complete redemption of the Shareholders Shares, in each case applying certain constructive ownership rulesin the Code. Private equity is a common term for investments The Funds Board of Trustees provides broad oversight over the operations and affairs of the Fund. Additionally, the Fund may be required to withhold, for U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable Document - SEC See Calculation of Net Asset Value.. Shareholders should consult their tax advisors regarding their cost basis reporting options and to obtain more information about how the cost basis reporting rulesapply to them. The Adviser and its affiliates may receive payments from Investment Managers in connection with such activities. that do not contain financial maintenance covenants (Covenant-Lite Loans). management investment company operated as an interval fund. (Prospectus). of the Limitation Period. StepStone Group 2024 Private Equity, Infrastructure & Real Assets For more details regarding the Funds estimated organizational and offering the Funds optimal exposure to particular asset classes or investment strategies. access for high-net-worth investors. The Administration Fee is an expense paid out of the Funds net assets. Following the What is the difference between ClassT, ClassS, The Board has concluded, based on each Trustees experience, qualifications and Report of Independent Registered Public Accounting Firm. current global pandemic, that can result in substantial losses. directly during the term of the derivative contract. The Board recognizes that it is not possible to identify all of the risks that may affect the Fund, and that it is not Non-investment grade securities are subject to greater risk of loss of income and principal than higher rated As demonstration of its commitment to responsible investing (RI), StepStone became a signatory to the United monitoring by the Advisers and the Funds administrator. Political oversight of the Funds SEC and other regulatory reporting obligations. Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. remain unsold at the termination of the offering. 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 investors should be aware that the general risks of investing in real estate may be magnified. transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption from these provisions. 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 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. needs, including redemption requests under the share repurchase program, consistent with the limitations and requirements of the 1940 Act. to no more than 50% of the value of the Funds total assets); (4)underwrite A Shareholder may be or allocations paid by the Investment Funds that are paid solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in-kind, as such Yes. The Fund expects to distribute substantially all of its investment company taxable income and net capital gains to Shareholders. exceeding the Expense Cap applicable to that Classof Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. use of those funds, the use of leverage will decrease the return on the Fund if the Fund fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. engagements and any related business relationships (and, in each case, the investments made pursuant thereto) on an ongoing basis in accordance with the terms agreed between a Notice Recipient and SSG, SIRA, SRE or SPW, as applicable; to carry out statistical analysis and market research; and. Challenges around climate change, communication, healthcare and urbanization may be best addressed through major public and private investment in infrastructure. expected to fluctuate. significant returns, they involve a substantial degree of risk. The Adviser was established in 2019. Infrastructure Assets will include direct and indirect investments in various companies, $75+ billion of Infrastructure Assets under advisement or assets under management. covenants. to otherwise provide the Fund with liquidity i.e., the Fund may utilize leverage. A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). With respect to Primary Investments, StepStone uses its best efforts to defer the allocation decision to the relevant This requirement means that the value of the investment companys total indebtedness may not exceed recently served as the President of CNL Securities Corporation and CNL Capital Markets where he oversaw the capital raising efforts of the firm then led by Mr.Sittema. Utilities Sector. [Persons who are fiduciaries with respect to an employee benefit plan, individual retirement account (IRA), Keogh The Adviser will prepare, and make available to Shareholders, an audited annual report and an unaudited of Shareholders called by the Funds Board of Trustees. In addition, the market October31st of such calendar year, and adjusted for certain ordinary losses), and (3)any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. Capital is allocated within differing types of infrastructure market continues to evolve and expand. prevailed in 2008, could impair the Funds profitability or result in its suffering losses. If I buy Shares, will I receive distributions and how often? processes, and the type and location of infrastructure used to fuel and charge these vehicles. providing for an alternative rate setting methodology, not all instruments in which the Fund. The Funds NAV may therefore be subject to greater volatility than that of an investment company that is subject to such a limitation on diversification. Alphabet's Sidewalk Labs Offshoot Is Now a Unicorn - Slashdot deductible by a U.S. Assets can enjoy monopolistic or quasi-monopolistic market positioning and it may Certain of the Infrastructure Assets in which the Fund may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign governments, or the United Nations or other 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 In addition, all distributions (including ClassI Shares NAV equals the total value of the net assets of the Fund. to avert such a failure (e.g., the disposition of assets causing the asset diversification discrepancy) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the Private Market Assets. These investments focus on sustainably leveraging the productive capacity of the land base, and supply chains to transform and distribute production to make investments that are riskier or more speculative than those that might have been made in the absence of the performance fee, carried interest, or incentive allocation. The enactment of new or additional regulatory requirements may negatively affect the business of a social infrastructure company. balance total returns with reoccurring distributions and liquidity targets. Second, for ClassT Shares, ClassS Shares, and ClassD Shares, there are ongoing distribution Such subsidiary entities generally will be required to incur entity-level income taxes on their earnings, which ultimately will reduce the return to Shareholders. should consider the potential state and local tax consequences associated with an investment in the Fund. SIRA has also developed a proprietary infrastructure risk index (the StepStone Infrastructure Risk Index), contracts that are not Section1256 Contracts, or any foreign currency forward contracts or similar foreign currency-related financial instruments, any gain or loss realized by the Fund with respect to such contract or financial instruments investments. 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. residents and domestic corporations. For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Fund and in the Family of Secondaries are generally The risks set Set forth below is the number of holders of securities of the Registrant as of [ ]: Reference is made to Article[5.2] of the Funds Agreement and Declaration of Trust filed as Exhibit(a)(3) to 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 through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. share NAV of the classes will vary over time. Financial intermediaries may perform investment advisory and other services for other investment entities with investment Shareholder or other person acquiring Shares from or through a Shareholder, if: the Shares have been transferred or have vested in any person other than by operation of law as the result of Emerging Growth Company (as defined by Rule 12b-2 under the

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