expenses, certain administrative costs and expenses relating to the offering and sale of Shares. (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 this Registration Statement. adviser to exercise voting authority with respect to client securities, unless (A)the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best Strategy. For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and exchange-traded funds, and in business development companies of the outstanding voting securities of the Fund; or by the Adviser. OTC derivatives dealers will be required to post margin to the clearinghouses through which they clear their customer trades instead of using such In the event of a default, an Investment Fund or the Fund may incur additional expenses to seek recovery. Primary Investments includes Seasoned Primaries, which are made later in an Investment Funds lifecycle than typical These new requirements will apply unless the Fund qualifies as a limited derivatives user, as defined in Rule 18f-4. The Fund may borrow money in connection with its investment activities, to satisfy repurchase requests from The Board may establish other policies for repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other Further, all investment professionals are eligible for a short-term incentive bonus each year that is For so long as StepStone has a greater than 25% interest in the Fund, it may be deemed to be a control position, may itself subject the Private Market Assets to litigation by parties interested in blocking it from taking that position. Capital is allocated within differing types of infrastructure Advisers Act). As such, the potential effect of a transition away from An early repurchase fee (the Early Repurchase Fee) payable to the Fund will be charged with subject to other taxes, including but not limited to, other state, local, and foreign taxes, estate and inheritance taxes, or intangible property taxes, that may be imposed by various jurisdictions. Each proxy statement that the Sub-Adviser receives. (i.e., the excess of the net long-term capital gains over net short-term capital losses) to Shareholders. The very nature of these assets could generate additional risk not common in other acquisition of the Shares was not true when made or has ceased to be true; the Shareholder is subject to special regulatory or compliance requirements, such as those imposed by the U.S. Stepstone K Infrastructure Opportunities Fund Profile: Returns There can be no assurance that any or all Secondary Investments made by the Fund will exhibit this pattern of investment returns, and realization of later gains is 3 According to MSCI Private Infrastructure investments will comply with this restriction; (2)borrow money, except to the extent The Sub-Advisers Chief Compliance Officer, as applicable, shall retain the 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 will equal 2.00% of the NAV of any Shares repurchased less than one year of the purchase. The Fund is required under the Foreign Account Tax Compliance Act (FATCA) provisions of the Code to withhold U.S. on certain other dates prescribed in the Code). By investing in the Investment Funds through the Fund, a Shareholder in the Fund will bear a portion of the Management Fee and other expenses of the Fund. continue. under the Exchange Act. The Funds portfolio manager has discretion to lower the allocation as appropriate for portfolio construction purposes. repurchase offers for between 5% and 25% of the Funds outstanding Shares at NAV. trustee must process and forward to us subscriptions made through IRAs, Keogh plans, and 401(k)plans. is an abundance of both public and private organizations with a commitment to decarbonize the economy or reach net zero by 2050. There are two types of fees that you will incur: First, for ClassT Shares, ClassS Shares, and ClassD Shares, there are shareholder Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of Mezzanine debt is often used in leveraged buyout and real estate finance transactions. intermediaries may be subject to certain conflicts of interest with respect to the Fund. In select cases, the Fund may allocate a portion of its investments to other private market asset classes, including but not Funds Board of Trustees in approving the Advisory Agreement and the Sub-Advisory Agreement will be set forth in the Funds first annual or semi-annual report following the commencement of Direct investors of portfolio securities are in many cases excepted from StepStone partners with its clients to develop and build portfolios designed to meet their specific objectives across all forms of private equity, private infrastructure, private furnishing an IRS FormW-8BEN,IRS FormW-8BEN-E,IRS Mr.Reisler is a member of the infrastructure and real assets team. could be substantial and adverse. MSCI, Bloomberg, Burgiss, NCREIF, Cliffwater, HFRI, J.P. Morgan Asset Management, May31, 2022. investment in the Fund. A fundamental premise of the. engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. 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. 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 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial (2), Joint Code of Ethics of the Registrant and the Adviser. servicing fees of [ ], and ClassD Shares have annual shareholder servicing fees of [ ]. While the Sub-Adviser may review and utilize 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 of Private Market Assets. In order J-Curve Performance Risk. In particular, because of the long time-lag between the The Board, in its sole discretion, will determine the number of Shares that the Fund will offer to repurchase (the 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. or other qualified retirement plan it is the obligation of the shareholder to determine the amount of any such required minimum distribution and to otherwise satisfy the required minimum. purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may impact Chinas economy and Chinese issuers of securities in which the Fund may invest. Sep 2019 - Present3 years 8 months. additional risks including, among other things: (i)counterparty risk, (ii)reputation risk, (iii)breach of confidentiality by a syndicate member, and (iv)execution risk. Fund faces the risk of being unable to enforce its rights with respect to holdings in Chinese securities and the information about the Chinese securities in which the Fund may invest may be less reliable or complete. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct Additionally, ownership of regulated infrastructure is usually transferred to private investors through long-term concession agreements that can extend up to 99 years. to a substantial degree of credit risk. investing in initial public offerings or private placements. The Administration Fee and Sub-Administration Fee are calculated based on the Funds average daily net asset value and payable monthly in arrears. StepStone and the Investment Manager cannot rule out the possibility that climate risks could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities counterparty to the Fund or an issuer) to perform its obligations until it is able to remedy the force majeure event. Mr.Smith is active with the Loaves and Fishes Food Pantry and serves on the board of the Emergency Medical Center at the University of Virginia. Board of Trustees. Corporate Foreign Shareholders may also be subject to the branch profits tax imposed by the Code. Chinese companies with registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a Prospective investors should not rely on any information not contained in this Prospectus. SIRA oversees US$75 billion of infrastructure and real assets allocations and in 2022 advised on or committed more than US$14 billion of capital . Once a deal has been identified as a potential transaction, the deal team summarizes the opportunity in a report. A copy of the Prospectus may be obtained by contacting the Fund at the telephone number or address set forth above. 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. A private markets funds NAV will typically exhibit a J-Curve, undergoing a decline in the early Secondary Investments often receive earlier distributions and the returns from these investments Shareholders and to otherwise provide the Fund with liquidity. valuations are based. Reverse repurchase transactions are a form of leverage that may also increase the volatility of an If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any 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 these limits. Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. intermediaries may perform investment advisory and other services for other investment entities with investment objectives and policies similar to those of the Fund or an Investment Fund. in Central Florida. Even though most permits and licenses are obtained prior to the at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. To the extent the Fund holds securities or other instruments that are not investments in Private Market the Fund may receive notices or proposals seeking the consent of or voting by holders (proxies). 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 limited partners. infrastructure market differentiates StepStone from other private market managers, who typically cover infrastructure through a more generalist approach or with a smaller dedicated footprint. The Fund may indirectly hold equity interests in non-U.S. Investment Funds and/or non-U.S. portfolio companies that may be treated as passive foreign investment companies (each, a PFIC) under the Code. Qualifications securities privately, without registering such securities under the Securities Act. Brunel pools 840m of fresh UK pension capital for infrastructure short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gains on straddle positions may be treated as short-term capital gains or ordinary income. statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first and applies to StepStones various private markets asset classes and investment strategies. allocated by the Investment Manager leading the transaction, while in others, StepStone has the ability to allocate the transaction across its clients, in which case the allocation method outlined with respect to secondaries is used. The Adviser is also responsible for the Funds SEC and other regulatory reporting obligations. position contrary to any of the tax aspects described below. 12 January 2018. has been signed below by the following persons in the capacities and on the dates indicated. degree from the University of Richmond. the extent required, co-investment transactions entered into by the Fund and affiliated funds in accordance with the terms and conditions of the Funds The personnel of the Advisers principally responsible for management of the Fund are experienced and educated investment Orders will be priced at the appropriate price next computed after the order is received by the Administrator. investment portfolio of private infrastructure assets, which is an asset class that is often less correlated to both public and private assets and can potentially be a hedge against inflation and rising interest rates. Under applicable final Treasury regulations, certain income derived by the Fund from a CFC or a PFIC with respect to which the via a 1099-DIV or 1099-B for the current year rather than a Schedule K-1 that is typically provided later in the year, modify, replace or relocate their facilities at the portfolio companys expense. in the Fund. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real . such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Fund. [The following is a summary of certain U.S. federal income tax considerations relevant to the (including the underlying fees of the Private Market Assets and other investments (the Acquired Fund Fees and Expenses)); (iii) transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of Shareholder will be treated as having received or accrued a dividend from the Fund in the amount of such U.S. Shareholders allocable share of these fees and expenses for such taxable investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. The Fund intends to make direct and indirect investments in debt and equity interests across a variety of private infrastructure investments within Assets can enjoy monopolistic or quasi-monopolistic market positioning, and it may An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) generally is not subject to an entity-level U.S. federal Growth, May 2022. The amount of under advisement. 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. the Code, as applicable. Each investment memo presented to the relevant Investment Committee must contain a dedicated In addition, these companies are strongly affected by worldwide technological developments, and their products and services may not be economically successful or may support a dividend and (ii)the Shareholders tax basis in the relevant Shares. Shareholders should consult their own tax advisors regarding charged. He was responsible for the day-to-day operation of the firm, and he was the head of distribution. non-U.S. entity which is classified as a corporation for U.S. federal income tax purposes, and which earns at least 75% of its annual gross income from passive sources (such as interest, dividends, rents, connectivity. per share for the relevant Class. 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 Contacts. (2), Distribution and Shareholder Services Plan. President and Principal Executive Officer, Treasurer and Principal Financial Officer, Executive Chairman, StepStone Group Private Wealth LLC (Since 2020); Managing Director, RiverBridge Capital (Since 2018); CEO, CNL Financial Group (2009-2017), Director of CNL Healthcare Properties (2012-2017); Director of CNL Healthcare Properties II (2015-2017); Director of Corporate Capital Trust (2010-2017); Director of Corporate Capital Trust II (2014-2017); Director In addition, the Adviser is responsible for the operational and governance These principal risks will, This will require massive investments in physical infrastructure assets including, but not limited to, clean These topics are incorporated into the investment decision process, ongoing monitoring and management of investments but are not solely determinative of investment decisions. margin requirements for OTC derivative transactions that do not take place through clearinghouses. only with respect to distributions after the 30-day period. Can I invest through my IRA, SEP or after-tax deferred Risk Management. In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately Expanded Access: StepStone believes that individual investors have historically had limited access to condition to purchasing such securities. manner consistent with Investment Company Act Release No. registration statement: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL. We will invest in venture capital and growth equity. To enhance the Funds liquidity, particularly in times of possible net outflows through the redemption of Shares by A be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold the Shares; or. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. is 1095 Avenue of the Americas, New York, NY 10036. the Fund. impact the Fund. 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. unless Shareholders establish they are exempt from such information reporting (e.g., by properly establishing that they are classified as. In addition, market prices for foreign securities are not determined at the same time of day as the NAV for the Fund. StepStone Private Infrastructure Fund In addition, when Infrastructure assets tend to perform better in inflationary environments as in a manner that it should not be subject to an entity-level income tax on certain undistributed amounts. The Fund intends to make distributions semi-annually in amounts that represent substantially all net The following table sets forth the estimated expenses to be incurred in connection with the offering described in this However, because the functional currency of the Fund for U.S. federal income tax purposes is the U.S. dollar, a portion of the gain or loss realized from the disposition of foreign currencies (including foreign currency denominated bank Additionally, Seasoned Primaries Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the StepStone builds tailored portfolios for some of the world's most sophisticated investors Who We Are Join Our Team Anticipating changes, solving problems & working together to make it all happen Careers statement and other regulatory filings, and with reviewing potential investments to be made and executing the Funds investments; attorneys fees and disbursements associated with preparing and filing exemptive applications with the Accordingly, many funds managed by top-tier private market firms will be unavailable for a primary investment at any given time. This will be accomplished using that such restructuring or changes will be successful. Based on a review of the experience, qualifications, the 30% tax. usage-related fee rates. Infrastructure Assets will include direct and indirect investments in various companies, Such loans do not require the borrower to maintain debt service or other financial ratios.
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