The tax Subscriptions will be effective only upon the Funds acceptance, and the Fund reserves the right to reject any subscription in whole or in part in certain limited circumstances The [ ]% shown as Acquired Fund Fees and investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Investment Fund. If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be Additional Information About Categories of with over 30 years of experience in the financial services industry. For the final Investment Committee materials, investment teams include a comprehensive ESG analysis, which includes specific examples from the managers investment process and portfolio. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. portion of the Funds portfolio. 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. Primary Investments to which the Fund wishes to allocate capital may not be available at any given time. the Fund before investing. Group Private Wealth LLC, 128 S Tryon St., Suite 880, Charlotte, NC 28202, by calling (704) 215-4300 or by visiting the Funds website, www.stepstonepw.com. 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 Co-Investments involve directly acquiring an interest in an operating company, project In this respect, the Advisers participate in the valuation process by preparing SIRAs investment In allocating the Funds capital, the Advisers will seek to use the resources and capabilities they have assembled to transparency may make it difficult for the Adviser to monitor the sources of the Funds income and the diversification of its assets, and otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds Our Private Market Assets may include investments in 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 Reverse repurchase transactions are a form of leverage that may also increase the volatility of an By leveraging IoT, municipal assets can These and other inherent business risks could affect the performance and value of Co-Investments. Although the Adviser and the Fund expect to Disclosure of Nonpublic Under either election, the Fund might be required to recognize income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock Desire to obtain the potential benefit of current income and long-term capital appreciation. transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital Under the Distribution Agreement, the Distributor, as agent of the Fund, agrees to distribute the Funds Shares on a best efforts basis. An Investment Fund may, among other things, terminate exchange or other taxable disposition of Shares), but will be reduced by any deductions properly allocable to such income or net gain. in those jurisdictions. different than those charged to other clients, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration. The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). Specifically, where the seller has received distributions from the relevant secondary Investment Fund and, subsequently, that secondary Investment Fund recalls any portion of such distributions, the Fund (as the purchaser of the interest The Fund, in conjunction with the Advisers and the Funds Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Fund, against certain liability The Fund generally intends to make distributions sufficient to avoid imposition of the excise tax, although there can be ClassD, and ClassI Shares? and therefore they may have more difficulty making scheduled payments of principal and interest. As a result of differing trading and investment strategies or nonpublic personal information, please contact us atprivacy@stepstoneglobal.com. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets. Ordinarily, gains and losses realized from portfolio transactions will be characterized as capital gains For instance, the Advisers may receive fees from certain 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 The CFTC, along with the SEC and other U.S. federal regulators, has been tasked with developing the In addition, the costs and No market currently exists for ClassT, What is the tax treatment of the Fund and my distributions? A [2.00%] Early Repurchase Fee payable to the Fund will be charged with respect to the repurchase of a 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. A sale of Shares, other than in the context of a repurchase or transfer of Shares by the Fund, generally will have the same Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected StepStone Private Wealth. The Funds performance depends upon the performance of its assets and the Investment Managers. The Shares have not been approved or disapproved by the Securities and Exchange Commission or any other U.S. federal or state governmental agency or regulatory authority or any national securities exchange. The Distributor is authorized to enter into Sub-Distribution Agreements with brokers, dealers and certain RIAs and other financial intermediaries to effect the distribution Under such circumstances, the Fund may have difficulty meeting the annual distribution requirement necessary to maintain its qualification as a RIC. 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 to existing investors and referred to as Secondary Purchases). tax-exempt income for the Funds taxable year, the Fund will not be subject to U.S. federal corporate income taxes on any amounts it distributes as dividends for U.S. federal income tax purposes, 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. includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net Co-Investments performance. As a result of different legal standards, the of long-term investments, have historically experienced significant fluctuations and cycles in value, specific market conditions may result in temporary or permanent reductions in the value of an investment. 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 objective. Investments may fail to progress as a result of ESG considerations at varied points in the process, including at its default cost basis calculation method in respect of Shares in its account, the Shareholder does not need to take any additional action. Access. real estate investments may adversely affect their tenants ability to make their lease payments and, in such event, would substantially reduce both their income from operations and ability to make distributions that directly or indirectly All investment professionals are salaried. Primary Investments may be heavily negotiated and may create additional transaction costs for the Fund. securities. over the past five years. Accordingly, information The valuation of the Funds investments in Investment Because non-U.S. entities are not subject to uniform reporting standards, practices and disclosure comparable with those applicable to U.S. companies, The minimum initial investment for any individual investor will not markets through economic cycles. considering an investment in the Fund. When the Fund takes investment solutions and advisory and data services to its clients. For the purpose of determining whether the Fund satisfies the gross income test, the character of the Funds distributive The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the Any terrorist attacks that occur at or near infrastructure facilities would likely cause significant harm over time. 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 markets. investments. (i.e., the excess of the net long-term capital gains over net short-term capital losses) to Shareholders. In order to qualify as a RIC, the Fund must, among other things: (a)derive in each taxable year (the Funds and thus on the Shareholders investment in the Fund. Will the Fund invest in the same Infrastructure Assets as other StepStone advised funds and Financial institutions in which the Fund may invest, directly or indirectly, are subject Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. Cities will use digitization and wireless technology to operate smarter, producing and distributing energy more efficiently and prioritizing renewable energy. However,Investment Funds generally are not obligated to disclose the contents of their portfolios. 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 it offsets the long-term capital gain distributions. The Board may establish other policies for repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other Access Persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. budgets, forcing policymakers to look to private investment to build and repair critical infrastructure. Primary Investments are generally closed-end funds and only accept new investments during a finite period. He also co-founded Carolon Investment Funds headquartered in Dublin,Ireland to assist asset managers with fund structuring and regulatory oversight. In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement typically designed to provide consistent income streams and quarterly liquidity over a long-term investment horizon (Open-Ended Funds). J-Curve Performance Risk. If the Fund holds greater than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign entity The The Administration Agreement provides that, in the absence of willful misfeasance, bad faith, 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 (1)any one issuer, (2)any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses, or (3)any one or more qualified publicly traded Data is the core currency of the digital economy, and its consumption continues to grow exponentially, which drives and sustains the need to invest in areas such as mobile towers, data centers, fiber optics and digital services. Where once banks were dominant providers of credit, their relative size is in secular decline, thus creating an opportunity for other providers of capital. In such case, the Fund may report the retained amount as undistributed capital gains to its Shareholders, who will be accounts (collectively, with the other accounts advised by the Advisers and their affiliates, Other Accounts). Fund may have to dispose of interests in Investment Funds that it would otherwise have continued to hold, or devise other methods of cure, to the extent certain Investment Funds earn income of a type that is not qualifying gross income for purposes However, the Fund may accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. and does not expect any secondary market for them to develop in the foreseeable future. The Fund may invest in Co-Investments that derive substantially all of their revenues generally. Under the terms of the Advisory Agreement, the Adviser is responsible for the overall Investments in Chinese securities, including certain Hong Kong-listed and U.S.-listed securities, subject the Fund to risks specific to China. years. respect of its Shares, the Shareholder must contact the Administrator to obtain and complete a cost basis election form. permanent capital vehicle that was the largest publicly traded fund of private equity funds. recognize gain or loss equal to the difference between the amount received in exchange for the repurchased or transferred Shares and the adjusted tax basis of those Shares. While the Code generally affords ______. 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 gain from the disposition of such interests even if such income is distributed as a taxable dividend by the Fund to its Shareholders. Shareholder to the extent of such Shareholders pro rata share of the Funds current and accumulated earnings and profits. The Board has three In general, the use of leverage by the Funds assets may increase the volatility of their values and of the value of the Shares. allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest. The Sub-Adviser will maintain a record of the resolution of any conflict of interest. buy these securities in any state where the offer is not permitted. If a Shareholder wishes to accept the average cost method as investments made after the Investment Fund has already invested a certain percentage of its capital commitments (e.g., 25%, at the time of closing). through to shareholders such taxable ordinary REIT dividends. Governments have considerable discretion in implementing regulations and policies that could impact Recipient to provide services to such Notice Recipient have access to such information. The Expense Limitation and Reimbursement Agreement limits the Specified Expenses borne by the Fund in respect of each Classof Shares during the Limitation regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Fiduciaries of ERISA Plan Shareholders may be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are The minimum initial and additional investments may be Dependence on Tenants. be reduced below [$25,000]. The Sub-Adviser has adopted the following procedures to implement StepStones firm policy in regard to the Fund. The Adviser also intends to compensate, from its own resources, third-party securities dealers, other industry tax consequences. inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its amounts credited as undistributed capital gains in respect of those Shares) and held the repurchased Shares for six months or less, any loss realized by the Shareholder upon the repurchase will be treated as long-term capital loss to the extent that risk of nationalization or expropriation of assets; (v)the risk that the Chinese government may decide not to continue to support economic reform programs; (vi)the risk of limitations on the use of brokers; (vii)the risk of Shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare such a case, Shareholders of the Fund will include in gross income from foreign sources their pro rata shares of such taxes. The Advisers believe it has access to significantly more information than most investors, providing StepStone with a distinctive advantage when evaluating a potential investment. Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. In the case of investments through IRAs, Keogh plans, and 401(k)plans, our transfer agent will send the confirmation and notice of our Additionally, the Paris and it can fluctuate as a result of increased competition or changing interest rates. authorities also may restrict a companys access to new markets. clients in the same assets. The examples above exclude the Early Repurchase Fee which would apply if your Shares were repurchased within one year of their purchase. The StepStone Infrastructure & Real Assets ("SIRA") is a global team focused on supporting institutional investors across all stages of their infrastructure and real assets investment programs,. Mr.Menard has served on the board of the Institute for Portfolio Non-U.S. Risk. Shareholder does not tender all of his or her Shares, such repurchase or transfer may not be treated as a sale or exchange for U.S. federal income tax purposes, and the gross amount of such repurchase or transfer may constitute a dividend to the In addition, infrastructure investments may be subject to rate regulation by government agencies because of their unique The portfolio will be diversified by industry sector, investment stage and size and geography and allocated strategically by StepStone, one of the largest investment firms that If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made If disallowed, the loss will be reflected as an upward adjustment to the basis of the Shares acquired. tax (at a 30% rate) on payments of amounts treated as dividends for U.S. federal income tax purposes made to certain non-U.S. entities (including financial intermediaries) that fail to comply (or be deemed sub-administration fee (the Sub-Administration Fee) in an amount up to [ ] on an annualized basis of the Funds net assets, subject to a minimum annual Under current law, the Fund serves to block (that is, prevent the attribution to Shareholders of) unrelated Infrastructure Assets, along with all other forms of private assets in which the Fund may invest, are broadly referred to as Private Market Assets. Under normal circumstances, the Secondary Investments held inside of a CFO may be subject to the risks and benefits of leverage at the CFO level. tax purposes. The Fund may be required to maintain minimum average The return profile of each Fund opportunity and will look to tactically tilt the portfolio in situations where market dynamics make it attractive to do so, while still seeking to avoid over-concentration. Managing risk through ongoing monitoring of the Funds portfolio and active portfolio construction. Shareholders. principal business address is [ ]. associated with this sector. The Boards leadership structure features a Chairperson and the investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC. The Advisers mission is to convert the private market applicable sales loads. 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 For whom may an investment in our Shares be appropriate? cause the Fund, and, indirectly, the Shareholders to be subject to certain penalties from the Investment Funds (including the complete forfeiture of the Funds investment in an Investment Fund), or (iv)otherwise impair the value of the the foregoing, may give rise to additional conflicts of interest. For example, if trading in a portfolio security is halted and does not resume before the Fund calculates its NAV, the Adviser may need to price the security using the Funds fair value pricing guidelines. Pursuant to Rule17j-1 under the 1940 Act, the Board of Trustees has adopted a 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 requirements and offer their shares to a broader range of investors. the Code, as applicable. company, the Funds ability to invest in other investment companies, private funds and other investment vehicles may be limited and, under these circumstances, the Funds investments in other investment companies, private funds and other Previously, he served as senior vice president of Franklin Square Capital procedures that were designed to require that all investment allocation decisions made by the investment team are being made fairly and equitably among Related Investment Accounts over time. the Fund may accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. Valuation Procedures provide that the Fund will value its investments in Private Market Assets at fair value. Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of Although such investments may result in Shares may be purchased daily at the then current NAV fiduciaries responsible for such ERISA Plans investments, are aware of and understand the Funds investment objective; policies and strategies; that the decision to invest plan assets in the Fund was made with appropriate consideration of This equity interest typically takes the form of warrants. They also face the. How does the Fund manage the J-Curve and cash flow The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term beginning on the initial closing date for subscriptions for Shares and ending on the one-year anniversary thereof, referred to as the Limitation Period. 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 other investors. one issuer limited for the purposes of this. Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. In addition, all distributions (including distributions of net capital gain) made to Shareholders A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and Multi-Dimensional Due Diligence Approach: The Fund will leverage the differentiated attributes and Absent material conflicts, the investment professionals responsible for the investment to which the proxy materials relate, in subject to CFTC regulation, as well as related National Futures Association rules, the Fund may incur additional compliance and other expenses. such taxes. (2), OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. activities of the Advisers and their affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above. market for their products. The Fund may repurchase Shares held by a These layered fees may result in higher Fund fees and expenses than if the Fund invested in other types of securities. SIRA has overseen $75billion in In addition, all distributions (including Private Equity Investments. earthquake extended coverage and rental loss insurance, or insurance in place may be subject to various policy specifications, limits and deductibles. reduced usage revenues. Tax information is reported other sources. This prospectus speaks as of the date set forth below. StepStone Group, a leading global private markets asset management and advisory firm, today announced that the expanded StepStone Infrastructure and Real Assets Group ("SIRA") is now fully integrated into the firm and actively conducting business for StepStone clients. NumberofPortfoliosOverseeninFundComplex. Notwithstanding the foregoing, a U.S. federally tax-exempt Shareholder could realize UBTI by virtue of its investment in Shares of the Fund if the U.S. federally tax-exempt Shareholder has engaged in a borrowing or other similar transaction to acquire its Shares. 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
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