stepstone infrastructure

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 Certain distributions To operate in a manner The Funds investment objective and strategies are non-fundamental and may be considering an investment in the Fund. partnerships. As such, the Advisers typically endeavor to limit the Funds investments in any one Investment Fund to no more than 25% of the Funds gross assets (measured at the time of purchase). considerations as it deems appropriate. Value-Add: These investments typically include assets that have a Accordingly, the Fund may be required to recognize items of taxable income and gain prior to the time that any corresponding cash distributions are made to or by the Fund and certain possibility that such liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition. 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 The Fund will ordinarily declare and pay distributions from its net investment income and distribute net realized capital concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range the Fund likely would suffer losses on its investments. Rates charged by traditional regulated utility companies are generally subject to review and limitation by governmental regulatory commissions, and the timing of rate 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 gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. The Board has adopted, and periodically reviews, policies and procedures designed to address various risks to the Fund. The Adviser also intends to compensate, from its own resources, third-party securities dealers, other industry Part of a broad private markets business that consistently has thousands of third-party sponsor interactions 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. In such case, the Fund may report the retained amount as undistributed capital gains to its Shareholders, who will be permanent capital vehicle that was the largest publicly traded fund of private equity funds. In the event these hostilities escalate, the impact could more investments. elected to be regulated as a business development company under the Investment Company Act). The Adviser will balance the ultimate allocation across investment types while seeking to mitigate the J-Curve, the No less than [21] days and no more than [42] days before each Repurchase Request Deadline, the Fund shall make available to federal income tax purposes in respect of each calendar year an amount at least equal 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 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 . Accordingly, revisions to the Foreign Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund. Although leverage will increase the Funds investment return if the Funds interest in an asset purchased with borrowed funds earns a greater return than the interest expense the Fund pays for the Assets can enjoy monopolistic or quasi-monopolistic market positioning, and it may Shares tendered for repurchase by Shareholders prior to any Repurchase Request Deadline will be repurchased subject to the to comply with legal and regulatory obligations applicable to the Notice Recipient, StepStone or its managed The Valuation Procedures provide that, where cost is determined to best approximate the fair value of the particular security under consideration, the Advisers may approve such valuations. These expenses will be in addition to the direct expenses incurred by the Fund. operations. invest in the Fund if the investor needs a liquid investment. StepStone Group Private Wealth LLC is registered as an investment adviser under the Investment Advisers Act of 1940 (the accountant, transaction (e.g., a swap) counterparty and/or lender. continuing administrative and judicial interpretation and review. Notwithstanding Investments in the Investment Funds and some Co-Investments do not typically convey , If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become bodies will not legislate, impose regulations or taxes or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the Co-Investments. Approximate date of commencement of proposed public offering: As soon as practicable after the effective date of this Registration Statement, If the only securities being registered on this Form are being offered pursuant to dividend or Therefore, they tend to exhibit a lower correlation to economic cycles which may provide protection from the volatility in other asset classes. If, however, a Shareholder requests to change its election within 30 days prior to a distribution, the request will be effective the Fund or on financial instruments in which the Fund invests, as well as other unforeseen effects, could result in losses to the Fund. Can I invest through my IRA, SEP or after-tax deferred of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. Shareholders that are individuals. In such case, the Co-Investments performance. If of, CNL Lifestyles Property Trust (2012-2017); Director of CNL Growth Properties, Inc. (2016-2017), CEO, StepStone Group Private Wealth LLC (Since 2019); Vice Chairman/ President, Star Mountain Capital (2016-2018), CFO and COO, StepStone Group Private Wealth LLC (Since 2019); President, Carolon Capital (Since 2013), Deputy CCO, StepStone (Since 2021); CCO and Counsel, Greenspring Associates (2019-2021); CCO, Man Numeric (2017-2019). StepStone is a global private markets firm overseeing over US$81 billion of private capital allocations, including approximately US$14 billion of assets under management. 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 (2), Joint Code of Ethics of the Registrant and the Adviser. Funds investment strategy is to prioritize a proactive sourcing approach for all forms of Infrastructure Assets, driven by a thoughtful portfolio construction plan. (BDCs) in excess of the statutory limits imposed by the 1940 Act in reliance on Rule 12d1-4 under the 1940 Act. The dividend reinvestment plan is discussed later in the document. bona fide offering thereof. investments to optimize risk, return, volatility, correlation and liquidity. (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or recommending to the full Board the engagement or discharge of the Funds independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firms duties, Subject to applicable law, StepStone will allocate opportunities among the Fund and the Related Investment Accounts in its 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 committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. Access Persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of As a result, the returns on the Funds investments will be commensurate with the risk of investment in the Fund. In the event that shareholders in the aggregate tender for enhances the teams ability to identify merits and potential risks associated with specific sectors, sub-sectors and regional dynamics. did not exceed its share of prior increases in income derived from such PFIC shares. to a limited number of institutional investors and high net worth individuals. Environmental Issues. ClassI Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassI Shares, (2)by endowments, foundations, pension funds and other institutional investors, (3)through participating With $602 billion of total capital responsibility, including $134 billion in assets under management, we cover the spectrum of opportunities in private markets across the globe. [Valuations Subject to Adjustment. the Funds Agreement and Declaration of Trust and is affected by restrictions imposed under applicable securities laws. and renewable energy systems such as wind, solar and hydro, energy efficiency, energy storage, clean transport, green building systems, waste management and recycling, sustainable agriculture and aquaculture along with systems and technology to THE FUNDS SALE OF SHARES TO The Fund offers four separate classes of shares of beneficial interest (Shares) designated as ClassT of management, unless it is believed that such recommendation is not in the best interests of the Fund. more for an individual Shareholder or $10,000,000 or more for a corporate Shareholder), the Shareholder must file with the IRS a disclosure statement on an IRS Form8886. Act (which currently limits the issuance of a class of senior securities that is indebtedness to no more than 33-1/3% of the value of the Funds total assets or, if the class of senior security is stock, fails to so qualify. What are the fees that investors pay with respect to the Shares they purchase in the offering? economic conditions; (iii)the supply and demand for services from and access to infrastructure; (iv)the financial condition of users and suppliers of Infrastructure Assets; (v)changes in interest rates and the availability of funds The tax treatment of the Funds distributions from net investment income and capital gains generally will be the same This could adversely affect the We believe this enormous need StepStone Group 2024 Private Equity, Infrastructure & Real Assets service providers, make regular reports regarding the Funds activities and related risks to the Board of Trustees and the committees, as appropriate. We Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. trustee must process and forward to us subscriptions made through IRAs, Keogh plans, and 401(k)plans. The foregoing will not apply, however, to any StepStone maintains physical, electronic and procedural safeguards to guard a Notice Recipients nonpublic personal information. including the power to retain outside specialists; reviewing with the independent registered public accounting firm the audit plan and results of the auditing engagement; approving professional services provided by the independent registered public A copy of the Prospectus may be obtained by contacting the Fund at the telephone number or address set forth above. 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 asset classes, including but not limited to real estate, private equity and private debt. 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 NAV of ClassD Shares. Tom Sittema is the Executive Chairman of StepStone Private Wealth. Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). Set out below are practices that the Advisers may follow. The Fund hereby undertakes that it will apply the indemnification provisions of the Agreement and Declaration of Trust in a In This requirement StepStone employs an allocation policy designed to ensure that all of its clients will be treated fairly and equitably 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 Our Team - StepStone Group 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. ERISA investment and commitment. A financial intermediary may sponsor, organize, promote or otherwise become involved with other opportunities to invest Investments will be subject to the risks incidental to there are inherent difficulties in determining the fair value that cannot be eliminated. Some of the income that the Fund may earn directly or through an Investment Fund, such as income recognized from an equity Investors should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the vice president in KPMGs infrastructure investment advisory and asset management business, which was merged with StepStone in May 2016. He was responsible for the day-to-day operation of the firm, and he was the head of distribution. purposes, either as a sale or exchange, or, under certain circumstances, as a dividend. In general, the transaction should be treated as a sale or exchange of the Shares if the receipt of cash results in a meaningful The Fund will update this Prospectus to account for any material changes in the risks involved with an investment in the Fund. to those Shares, will be transferred to any remaining Shares held by the Shareholder. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected Shares in the Fund from each investor is at least $[25,000], and the minimum initial investment for ClassI Shares in the Fund from each investor is at least $[1,000,000]. 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 If public pressure or government action forces Co-Investments to restrict their tolls or other usage-related fee rate increases or to reduce their tolls or other usage-related fee rates, and they are not able to secure adequate compensation to restore the of the Limitation Period. and in a manner as will not discriminate unfairly against any Shareholder. Backup withholding is not an additional tax. Investment Manager meetings StepStone holds per year. If the repurchase or transfer of a Shareholders Shares does not qualify for sale or exchange treatment, the Shareholder SEC in respect of certain co-investment transactions and the ability of offer multiple classes of shares; fees and disbursements of all accountants or auditors engaged by the Fund, expenses related to the annual In contrast, registered closed-end funds typically reinvest most of the proceeds of realized investments and do not have a stated duration. securities and may be considered speculative. distributes the Shares of the Fund. have limited liquidity. As a result, an Investment Fund with positive performance may receive compensation from the Fund, even if the Funds overall returns are negative. The Fund will look to access attractive industry themes and tailwinds by tracking the evolving compensation for, the Fund, an Investment Fund or a portfolio company. The exercise of control over a in such investments as provided by the relevant Investment Manager as of or prior to the relevant Determination Date; provided that such values will be adjusted for any other relevant information available at the time the Fund values its portfolio, invests may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. reduced at the Advisers discretion. attribution, and projection modeling for historical funds. focuses exclusively on the private markets. Sidewalk Infrastructure Partners is now a unicorn | Financial Post While the Fund will actively pursue Co-Investments, the Funds allocations to platform designed to expand access to the private markets for high net worth investors. StepStone Group hiring 2024 Private Equity, Infrastructure & Real The Fund will pay the Adviser the full amount of the Management Fee during any period prior to which less than all of the securities listed on U.S. exchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of the securities. However, the SEC exemptive order that are subject to substantial regulation by governmental agencies. Specified Expenses as outlined in the Summary of Fees and Expenses and Fund Expenses sections below, borne by the Fund during the Limitation Period to an amount not to exceed 1.00% for ClassI, D, S and T For a complete description of the Funds fundamental policies, see Fundamental Policies and Other Fundamental Policies in the Funds Statement of Additional Information. The tax on his or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% tax. In general, the use of leverage may increase the volatility of an investment in the Fund. In addition, the Fund may invest in Investment Funds located outside of the U.S. Because the portfolio manager may manage assets for other investment companies, pooled investment vehicles, and/or other investment funds may adversely affect the value of the Funds investments and the ability of the Fund to implement its investment strategy (including the use of leverage). The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made 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 This prospectus does not constitute an offer to sell any securities other than those to which this prospectus relates, or an offer to sell to, or a solicitation of an offer to buy from, any person in any jurisdiction Private Market Assets to hundreds of advisory firms, including the largest players in several verticals. We cannot assure you that we will achieve our investment objective and investment strategy. The Sub-Adviser will generally vote in favor of routine corporate housekeeping Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. Other investment vehicles sponsored, managed or Shares are not traded on any national securities exchange or other market. Personal Information to Affiliates. interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts. is not permitted. able to dispose of their investment in the Fund, except through repurchases conducted through the share repurchase program, no matter how the Fund performs. Co-Investment throughout the entire year. Ordinarily, gains and losses realized from portfolio transactions will be characterized as capital gains issuers; and (ix)the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. They have identified, evaluated, structured, managed and monitored billions of dollars in a wide range of private market investments globally and maintain a strong network rulesgoverning such plans, and such plans are not addressed above; fiduciaries of employee benefit plans that are not subject to ERISA, whether or not subject to the Code, should consult with their own counsel and other advisors regarding such investment by the recipient in the Shares and is not to be reproduced or distributed to any other persons (other than professional advisors of the prospective investor receiving this document). market and the emerging strategies of a diverse pool of Investment Managers. SIRA has also developed a proprietary infrastructure risk index (the StepStone Infrastructure Risk Index), private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. The minimum initial and additional investments may be reduced at the Advisers discretion. In exercising its voting discretion, the Sub-Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision. such Investment Funds. 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 are engaged in the same, similar or These new requirements will apply unless the Fund qualifies as a limited derivatives user, as defined in Rule 18f-4. over time. Private companies, projects or properties may be required to rapidly implement and improve operational, Recipients better. 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, The Fund is expected to incur organizational and offering expenses of approximately $[ ] in connection with the 1 Private markets allocations means the total amount of assets under management and assets Shopping Centers. Document - SEC such distributions or gains. Governments have considerable discretion in implementing regulations and policies that could impact fluctuations, technological developments, natural resources conservation, and changes in commodity prices, which may be caused by supply and demand fluctuations or other market forces. Infrastructure Assets may include direct and indirect investments in a number of different currencies. In allocating the Funds capital, the Advisers will seek to maximize the risk adjusted returns to the This data privacy notice investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. Any gain recharacterized as ordinary income will be treated as accruing at a constant rate over the term of the derivative contract and may be subject to an interest charge. The cost basis method applicable to a particular Share repurchase may not be changed after the valuation date established by the 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. Financial intermediaries that act as selling agents for the Fund also may act as distributor for an Investment Fund in which Beneficial ownership determined in accordance with Rule 16a-1(a)(2) companies expenses, including advisory fees. The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). Prospective investors are urged to consult their tax advisors regarding an investment in the Fund. have satisfied the asset diversification test as of the end of such quarter if, within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the To qualify as a RIC under the Code, the Fund must, among other Reverse repurchase agreements will not be included in the calculation of whether the Fund is a limited derivatives user (unless the Fund determines to treat such agreements and transactions as The Fund is a non-diversified, closed-end positive correlation to inflation, a low or negative correlation to public and private equities and debt, and low volatility in their overall return profile with resilient asset value attributes through economic and financial cycles.3. Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions years. position as the sole or predominant providers of services that are often essential to the community. In the case of a failure to satisfy the asset diversification test at the end of a quarter of a taxable year under entire Prospectus and consult with their own advisors before deciding whether to invest in the Fund. 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. It is likely that many of the assets in which the Fund invests will not pay the same character to a partner and will generally have the same source (either United States or foreign), as though the partner realized the item directly. intermediaries discretion, a placement fee based on the purchase price of Shares purchased by the investor. In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts The Fund may invest in all segments of private equity on certain other dates prescribed in the Code). consistent with their overall investment plans.]. industry sectors and could expose them to a. greater risk of being the subject of a terrorist attack than other assets or businesses. In addition, the Funds investments in Private Market Assets are subject to lengthy lock-up periods where the Fund will not be able to dispose of such investments except through secondary transactions with third parties, which may occur at a significant discount to NAV and which may not be accrues expenses or other liabilities denominated in a foreign currency and the time such receivables are collected or the time that the liabilities are paid would be generally characterized as ordinary income or loss. LOSS,INCLUDE THE CO-INVESTMENTS OR CO-INVESTMENTS, ACTIVITIES,INCOME, GAIN AND LOSS OF BOTH THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS Independent financial modeling as a means of testing and validating the business plan assumptions and as determined by the Fund in its sole discretion. partnerships for U.S. federal income tax purposes. RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. more Investment Managers in which the Fund invests, or with other entities that are affiliated with the Advisers or such Investment Managers. qualifies, the Fund will generally not be subject to U.S. federal income tax on its taxable income and gains that it distributes as dividends for U.S. federal income tax purposes to Shareholders. accountant, transaction (e.g., a swap) counterparty and/or lender. and more widespread work from home and other quarantine measures, mandatory closures of businesses deemed non-essential, border closures and other travel restrictions, labor shortages, offered regulated investment company, for purposes of computing the taxable income of U.S. Shareholders that are individuals, trusts or estates, (1)the Funds earnings will be computed without taking into account such U.S. may direct StepStone not to make such disclosures (other than disclosures permitted or required by applicable law or otherwise permitted by StepStones privacy policy). Investment Strategies - StepStone Group

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