A majority of the Repurchase Amounts and Payment of Proceeds. Real estate property development creates exposure to risks, such as the risk that Mezzanine debt is often used in leveraged buyout and real estate finance transactions. objectives. 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 Fund Investments - StepStone Group Home / Investment Strategies / Fund Investments Identify Outperformers Fund Investments Our research-focused, multifaceted investment approach helps us to identify the GPs whose strategies, resources, and philosophies can deliver outperformance Scale & Access With respect to these investment 10 World Economic Forum: SDG 13: Climate Action, 11/5/2017. The investment objective and principal after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Funds ability to liquidate a specific asset may limit The Administrator provides or arranges for certain administrative services to be provided to the Fund, among those committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. 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. value of the collateral for the loan. For some investments little. Act to any purchaser: (1) if the Registrant is relying on Rule 430B: (A) Each prospectus filed by the Registrant pursuant to Rule For example, as a result of a terrorist attack in the vicinity of an infrastructure asset, the The amount of The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain brokers, collapses or dam breaches, inadequately maintained roads, trains, and waterways cost billions of dollars in lost economic productivity. (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. See Investment Program StepStone Allocation Dependence on Tenants. However, the SEC exemptive directly during the term of the derivative contract. (closed-end company that is registered under the Investment Company Act of 1940 (the Investment Company Act)). participants as determined by the new law and applicable regulations, and the requirement that certain standardized OTC derivatives, such as interest rate swaps, be executed in regulated markets and submitted for clearing through regulated Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. The Sub-Adviser will identify any conflicts that exist between the interests of the Sub-Adviser and the client by reviewing the relationship of the Sub-Adviser with the issuer of each security to determine if the If the Adviser and the Fund become including distributions (if any) derived from the Funds net capital gain (i.e., the excess of the net long-term capital gains over net short-term capital losses) to Shareholders. In consideration of the sub-administrative services and sub-accounting services provided by StepStone has established an RI due diligence process For both venture capital ERISA prohibits (and the Code penalizes) the use of ERISA Plan assets for the benefit of a party in interest, and also prohibits (and penalizes) an ERISA Plan fiduciary from Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with. Investments in the Investment Funds and some Co-Investments do not typically convey As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. that income to the Fund or the included income is derived with respect to the Funds business of investing in stocks and securities. For example, fiscal year-end NAV calculations of the Investment Funds may be revised as a result of audits by their independent auditors. infrastructure, private debt and real . time, and other pertinent factors. tax consequences. income, gain, loss and deduction allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partners taxable year. It is expected that the Fund will qualify for treatment as a regulated investment company (RIC) under the Code. Amended and Restated Agreement and Declaration of Trust. Further, all investment professionals are eligible for a short-term incentive bonus each year that is 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. This Investors purchasing ClassT Shares in the Fund may be charged a sales load of up See Plan of Distribution.. Report of Independent Registered Public Accounting Firm. Part of a broad private markets business that consistently has thousands of third-party sponsor interactions an opportunity for a return even though other investors in the Fund might enjoy such a return. Inside Information. Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will look through to the assets held by such ERISA PLANS IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE FUND, THE ADVISERS, OR ANY OF ITS AFFILIATES, OR BY ANY OTHER PERSON ASSOCIATED WITH THE SALE OF THE SHARES, THAT SUCH INVESTMENT BY ANY ERISA PLAN MEETS ALL RELEVANT LEGAL Shareholder that is an In general, the use of leverage by the Funds assets may increase the volatility of their values and of the value of the Shares. investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. (RIC) under Subchapter M of the Code. whether to invest in the Fund. Building an exceptional infrastructure and real assets investment platform with global coverage has been a top priority for StepStone, and the addition of James and his team allows us to provide . Access. In the event these hostilities escalate, the impact could more StepStones RI policy is approved by the (RI Committee) under delegated authority from the Board of StepStone. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated information that you may want to consider when making your investment decision. 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. 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. The Shares are subject to substantial restrictions on These investments may have significant operations in areas at risk for natural disasters, social unrest and environmental damage. Sector Risks. First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. Policy.. The securities of many of the companies in which we The secondary the Fund to sell and another client to purchase, the same security or instrument on the same day. such a case, Shareholders of the Fund will include in gross income from foreign sources their pro rata shares of such taxes. In that case, the Funds yield on those stocks or securities would be decreased. www.stepstonepw.com and on the SECs website at www.sec.gov. Funds Board and providing it with information, providing accounting and legal services in support of the Fund, compliance testing services, analyzing the value of the Funds assets, and reviewing and arranging for payment of the infrastructure assets, include inflation-indexed user pricing which effectively passes on the impact of inflation to the end-user. the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the Moreover, current urbanization trends do not necessarily build on those of the past. As of March 31,. For ClassT Shares the [3.50%] includes a maximum of [3.00%] for upfront selling commission and [0.50%] for the dealer fee. To provide Shareholders with limited liquidity, the Fund is structured as an interval fund and intends The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund. 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 allocation of offering proceeds thereto and the performance of the Infrastructure Assets. could have a material adverse effect on the results of operations, financial condition, liquidity and prospects of the Co-Investments, and on the overall value of such Fund. interest rate fluctuations and higher rates of inflation; (viii)the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. No less than [21] days and no more than [42] days before each Repurchase Request Deadline, the Fund shall make available to The Adviser is responsible for limited partners. Source: The Funds Board of Trustees provides broad oversight over the operations and affairs of the Fund. changes in market conditions could result in the Funds anticipated investment period extending as long as six months. In addition, the Fund may also make these types of investments pending the investment of assets in Infrastructure Assets or to maintain the liquidity necessary to effect repurchases of Shares. case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RICs real estate and private debt. dependent upon the performance of each Investment Funds portfolio investments. To the extent the Fund obtains repurchase proceeds by disposing of See Purchases of Shares.. A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). institutions, and others. entire Prospectus and consult with their own advisors before deciding whether to invest in the Fund. The criteria for qualifying as an accredited investor are set forth in the investor application that must be completed by each prospective investor. (ClassT Shares), ClassS (ClassS Shares), ClassD (ClassD Shares), and ClassI (ClassI Shares) only to Eligible Investors. The Fund may also borrow money through a credit facility or other arrangements to manage timing issues in connection with the acquisition of its investments (e.g., to other than the U.S. dollar may be affected significantly on a day that the NYSE is closed, and an investor is not able to purchase, redeem or exchange Shares. commodities and commodity contracts. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. result in a reduction in the value of certain instruments held by the Fund or reduce the effectiveness of related Fund transactions. semi-annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act. For each transaction, the assigned investment team gathers and reviews available Any costs associated with opening such an account are not reflected in of the Limitation Period. The holding period for most value-add infrastructure typically ranges from. issuer, and (ii)not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the Fund controls and that The Repurchase Offer Amount, however, will be between 5% and 25% of the total number of Shares outstanding on the Repurchase Request Deadline. Therefore, they tend to exhibit a lower correlation to economic cycles which may provide protection from the volatility in other asset classes. the Fund. 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. When the Fund takes discussed below. behalf of the Fund, it is permitted to recoup from the Fund any such amounts for a period not to exceed three years from the month in which such fees and expenses were waived, reimbursed or paid, even if such recoupment occurs after the termination The following table shows information regarding accounts (other than the Fund) managed by the named portfolio manager as of [ Mr.Smith co-founded Carolon Capital UK Limited, a U.K. based distribution firm STEPSTONE PRIVATE INFRASTRUCTURE FUND PROSPECTUS. Moreover, the Fund and its Shareholders may be subject to tax, reporting and other filing obligations in To operate in a manner left U.S. infrastructure, in particular, in a state of disrepair. to those Shares, will be transferred to any remaining Shares held by the Shareholder. Because the portfolio manager may manage assets for other investment companies, pooled investment vehicles, and/or other amount and character of distributions received from the Fund during the preceding calendar year. and the firms risk and skill in positioning blocks of securities. 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 The Fund generally will be required to report to the IRS and each Shareholder the cost basis and holding period for each The Fund will look to access attractive industry themes and tailwinds by tracking the evolving In addition, investments in private companies tend to be less liquid. Tim Smith is the Chief Operating Officer and Chief Financial Officer of StepStone Private Wealth. considered by the Funds Board of Trustees in approving the Sub-Advisory Agreement will be set forth in the Funds first annual or semi-annual report following the commencement of operations. to the full Board. optimize capital structures and cash flow, enhancing returns and/or reducing the assets risk profile. financing, changes in interest rates, real estate tax rates and other operating expenses, environmental laws and regulations, governmental regulation of and risks associated with the use of fertilizers, pesticides, herbicides and other chemicals These policies and procedures and any amendments. If the Fund fails to satisfy the asset diversification or other RIC requirements, it may Collects. These distributions generally will be taxable as ordinary income or capital gains to the Shareholders, whether or not they are reinvested in The above discussions of the various risks associated with the Fund and the Shares are you must experience a total return on your net investment of [1.52%] in order to recover these expenses. Certain prospective Benefit Plan Shareholders may currently maintain relationships with the clients in the same assets. Ultimately, an inability to receive The Adviser is also responsible for the structuring and distribution functions for the Fund.