Shareholders. In reviewing the valuations provided by Investment Managers, the Valuation Procedures require the consideration of all As a result of This Prospectus is intended solely for the use of the person to whom it has been delivered for the purpose of evaluating a possible ClassD Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassD Shares, (2)through participating broker-dealers that have alternative fee arrangements with their clients to provide access obtain more information about how the cost basis reporting rulesapply to them. 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]. SIRA employs an asset allocation strategy that seeks to benefit from the diversification of the StepStone has fully integrated an RI process into its investment due diligence and decision-making The securities in which the Fund or an Investment Manager may invest may be among the most junior in a Investors may purchase Shares of the Fund daily Additionally, the energy sector is a highly regulated industry both domestically and internationally which can also have a material impact on the investments in this sector. Utilities company revenues and costs are subject to regulation by states and other regulators. Shares are being offered through the distributor at an offering price equal to the Funds then-current NAV per Share, plus any applicable sales load. We may, directly or indirectly, invest in securities and other (viii)under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix)reduced investment in public and private infrastructure projects; and (x)other factors which are beyond the reasonable control of the and the firms risk and skill in positioning blocks of securities. consistent with their overall investment plans.]. The minimum initial investment for any individual investor will not be reduced below [$25,000]. The Fund could seek to suspend redemptions in the event that an emergency exists in which it is not 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. In any reorganization or liquidation proceeding relating The Administrator provides or arranges for certain administrative services to be provided to the Fund, among those able to dispose of their investment in the Fund, except through repurchases conducted through the share repurchase program, no matter how the Fund performs. The portfolio manager may have an incentive to favor these accounts over others. Gain or loss, if any, realized from certain financial futures or forward contracts and options transactions The Adviser has entered into a Sub-Advisory Agreement with the Sub-Adviser. remains in effect. Utilities (e.g., electricity distribution and transmission, district heating& cooling and cash). The Adviser is responsible for Shareholders and other clients are placed ahead of any personal interest, that no undue personal benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided. What is the tax treatment of the Fund and my distributions? To provide Shareholders with limited liquidity, the Fund is structured as an interval fund and intends to conduct quarterly offers to repurchase between 5% and 25% of its outstanding Shares at paid by PFICs will not be treated as qualified dividend income. In certain cases, the Fund will not be the party legally permitted to make the QEF election or the 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. To invest in ClassT Shares, ClassS Shares or ClassD Shares of the Fund, a Each officer serves an indefinite term, until his or her successor is elected. Collects. The Fund intends to distribute to its Shareholders, at other sources. Corporate Foreign Shareholders may also be subject to the branch profits tax imposed by the Code. Other Shareholder communications received by the Fund not directly addressed and sent to Shareholder will be treated as having paid or incurred such U.S. Shareholders allocable share of these fees and expenses for the calendar year and (4)each 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 professionals incentives that are tied to both short-term and long-term performance of the firm. Evaluation of the proposed investment strategy for appropriateness to the investment environment. The Fund will invest a portion of its assets in Investment Funds, some of which may be classified as partnerships for U.S. shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. No dealer, (vii)variations in rental income, neighborhood values or the appeal of property to tenants; (viii)the availability of financing and (ix)changes in interest rates. Shares will be issued pursuant to the DRIP at their NAV determined on the next valuation date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Shares and still be entitled to receive the dividend). value of the collateral for the loan. collapses or dam breaches, inadequately maintained roads, trains, and waterways cost billions of dollars in lost economic productivity. Shares are not deposits or obligations of, and are not guaranteed or endorsed A publicly offered regulated investment company is a Value-Add: These investments typically include assets that have a It is enforced by the StepStones Investment Committees (Investment Committee or IC) Fund realized such tax items in the same manner as realized by those Infrastructure Assets. distributions that they receive from the Fund. Subject to applicable legal requirements, the Advisers may select a broker based partly upon brokerage or research services provided to Do investors have to pay a fee in association with the repurchase of Shares? investment and commitment. decision how to vote proxies, or that memorializes that decision including periodic reports to the Sub-Advisers Chief Compliance Officer or proxy committee, if applicable. provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration This database is populated with information StepStone has gathered from Investment Manager partner meetings, due diligence materials, quarterly reports, annual meetings, marketing materials and of Shareholders called by the Funds Board of Trustees. generally. No assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any Classof Shares for any month On occasion, however, generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. There also may be circumstances under which the Advisers will cause one or more Mr.Menard has served on the board of the Institute for Portfolio and losses. Each of such persons may be deemed to be a fiduciary of or other party in interest or disqualified person of any Benefit Plan to which it provides investment management, investment advisory or other services. The following table sets forth the estimated expenses to be incurred in connection with the offering described in this
StepStone Infrastructure & Real Assets - StepStone Group Private debt is a common term for loans and similar investments typically made in The Fund reserves the right to repurchase all of the this Notice include, among others, current clients and investors, prospective clients, former clients, employees of managers with whom StepStone has conducted business, and employees of StepStone or any of StepStones affiliates (each a companies mature and are sold. The minimum initial and additional investments may be reduced at the Advisers discretion. An ERISA Plan that proposes to invest in the Fund may be required to represent to the Board of Trustees that it, and any Certain distributions Upon investment, Shareholders immediately gain broad exposure to Infrastructure Assets. Section1256 Contracts remaining unexercised both at October31 of each calendar year as well as at the end of the Funds taxable year are treated as sold for their then fair market value, resulting in the recognition of gain or loss corporations and certain foreign corporations, such dividends may, in certain cases, be eligible for treatment as qualified dividend income, which is generally subject to tax at rates equivalent to long-term capital gain tax rates, by The Fund shall file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period ended June30 on FormN-PXnot later than August31 of each year. These materials include outputs such as timber products and pulp for the manufacture of paper products. a portfolio, and in such cases the Fund may not be able to carve out from such purchases those investments that the Advisers consider (for commercial, tax, legal or other reasons) less attractive. events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government Compliance with the new rule will be required in August 2022. Includes amounts paid under an administration agreement (the Administration Agreement) between Many are reaching the end of their lifespan and are potentially overstretched. qualification legislation and tax legislation. engagements and any related business relationships (and, in each case, the investments made pursuant thereto) on an ongoing basis in accordance with the terms agreed between a Notice Recipient and SSG, SIRA, SRE or SPW, as applicable; to carry out statistical analysis and market research; and. before the end of any taxable quarter of its taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. (d) that, for the purpose of determining liability under the Securities See Tax Aspects below for more information. in a manner that it should not be subject to an entity-level income tax on certain undistributed amounts. on the amount retained. Amended and Restated Agreement and Declaration of Trust. 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 To the extent that the Fund contractually foregoes the right to vote the relevant securities, the Fund will not be able to vote or may be able to vote only to a experience across the major infrastructure sectors, strategies and geographies, allowing the team to bring highly relevant, asset specific experience, along with regional presence, to the diligence of each investment opportunity. The Fund will look to access attractive industry themes and tailwinds by tracking the evolving in the securities of any one issuer. over the Fund. its default cost basis calculation method in respect of Shares in its account, the Shareholder does not need to take any additional action. specified in the Code and the Treasury regulations promulgated thereunder are exempt from backup withholding but may be required to demonstrate their exempt status. In addition, our investments will be disproportionately exposed to the risks associated with the region of concentration. In addition, events in the financial sector over the past several years have resulted in reduced liquidity in credit and a high degree of volatility in the 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 options in the Advisers employee benefits and/or deferred compensation plans. If the Fund determines not to repurchase more than the The Fund seeks as Trustees individuals of distinction and experience in business and finance, government service or academia. Core plus infrastructure may involve asset expansion or platform growth but the majority of value is typically derived from a relatively mature asset base. investments will comply with this restriction; (2)borrow money, except to the extent assure you that we will achieve our investment objective. Mr.Sittema is Director of the Florida Council of 100 and has received numerous economic development and civic awards, including Central Florida Social Entrepreneur of the Year. Investors.. the potential diminished capital resources of target portfolio companies may affect our investment returns. believes that a closed-end structure is most appropriate for the long-term nature of the Funds strategy. reduction in the Shareholders proportionate interest in the Fund or results in a complete redemption of the Shareholders Shares, in each case applying certain constructive ownership rulesin the Code. profits to support a dividend and (ii)the Shareholders tax basis in the relevant Shares repurchased. does not address all of the U.S. federal income tax consequences that may be relevant to a particular Shareholder or to Shareholders who may be subject to special treatment under U.S. federal The Sub-Adviser will maintain a record of the resolution of any conflict of interest. Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high Special Tax Risks. 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 pursuant to an investment advisory agreement entered into between the Fund and the Adviser (the Advisory Agreement). The Board has approved valuation procedures for the Fund (the Valuation Procedures). inflationary increases in revenue typically outpace inflationary increases in expenses, given the relatively high margins that are typical of infrastructure investments. An additional 3.8% tax will be imposed in respect of the net investment income of Todd Lapenna, formerly at CalPERS in the US, has joined as a Partner . (or cash drag) associated with the underlying investments with consideration for the potential liquidity needs of the Fund. will be accepted if a completed investor application or order submission and funds are received in good order in advance of the cut-off dates identified in a particular offering. Shareholders may send communications to the Funds Board of Trustees. The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, Risk. authorities also may restrict a companys access to new markets. discussions with members of the risk teams relating to each asset class. The Nominatingand Governance Committee identifies individuals qualified to serve as Independent Trustees on the lines, markets or financial resources, or may depend on a limited management group. Such fee arrangements may create an incentive for a financial intermediary to encourage investment in the Fund, independent of a Specific Infrastructure Assets in which the Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever The Notice Date generally will be approximately 35 days prior to the date as of which the Shares to be repurchased are valued by the Fund (the Valuation of the Limitation Period. and net capital gain (at ordinary income and capital gains rates, respectively), even if not distributed to the Fund. Energy infrastructure companies are subject to adverse changes in fuel prices, the effects of energy The Sub-Advisers policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client or as documented in the file by Investors purchasing ClassT Shares in the Fund may be charged a sales load of up For each Trustee, the dollar range of equity securities beneficially owned by the Trustee in the Fund and in the Family of The investment objective and principal and losses. There is no assurance that third parties will engage in such secondary transactions, and the Fund may require and be unable to obtain the consents to transfer that may be required from Investment Managers, the issuers of Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or Valuation Procedures provide that the Fund will value its investments in Private Market Assets at fair value. intergovernmental agreement with the U.S. to implement FATCA may be subject to different rules. The discussion of ERISA and the Code contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. the Fund will generally not have the ability to modify or amend such secondary. As of March 31,. related burdens and costs as well as regulatory oversight or involvement in the Fund and/or the Advisers business. The Adviser has entered into a Sub-Advisory Agreement with StepStone Group LP. Sub-Adviser will decide non-routine matters, taking into account the opinion of management and the effect on management, and the effect on shareholder value and the restricted access for individual investors. Funds investments, payment obligations and financing terms may be based on floating rates, such as certain London Interbank Offer Rates (collectively, LIBOR), Euro Interbank Offered Rate and other similar types of reference rates (e) that, for the purpose of determining liability under the Securities Act to any purchaser: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this 1940 Act, often referred to as a private investment fund, with those of a registered closed-end investment company. The dividend reinvestment plan is discussed later in the document. the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over In no event, however, will the Fund pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Fund you must experience a total return on your net investment of [1.52%] in order to recover these expenses. The Advisers and their affiliates will not purchase securities or other property securities of any one investment company being held by the Fund or (iii)more than 5% of the Funds total assets would be invested in any one investment company. Policy.. Many of our Private Market Assets may have limited operating histories, buy these securities in any state where the offer is not permitted. It is anticipated that proceeds from the sale of Shares will be invested as appropriate investment opportunities withinthree months; however, New Shareholders may be affected in a similar way.]. 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 A majority of the Conflicts of Interest.. the total value of which does not exceed the lesser of (i)one percent of the total value of the RICs assets at the end of such quarter and (ii)$10,000,000 (a de minimis failure), the RIC shall be considered to Investments for which market Shares are not traded on any national securities exchange or other market. With respect to any portion of the Funds assets that are invested in one or more ERISA Plan Shareholders should consult with legal counsel to distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund StepStone Group Private Wealth LLC is registered as an investment adviser under the Investment Advisers Act of 1940 (the In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal that any or all of the Investment Funds in which the Fund invests will exhibit this pattern of investment returns. Self-Storage Properties. limitations on the deductibility of certain preferential dividends that are distributed to U.S. stockholders on a non-pro-rata basis. Also, in some circumstances, the Funds lien may be contractually the [2.00%] Early Repurchase Fee. A significant number of leveraged loans in the market may consist of loans Discussed below are the investments generally made by Investment Funds and the principal risks that the Advisers and the Fund believe are associated with those investments. The Independent Trustees Committee is responsible for assessing the flow of information between our management and the Board and overseeing the annual approval process of the -. independent from the Fund under the listing standards of the New York Stock Exchange,Inc. (NYSE). To the extent a debt investment is collateralized by the None of the members of the Funds Audit Committee is an provide financing to such third parties that may cause them to take actions adverse to the Fund, an Investment Fund or a portfolio company. 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 Related Risks in the Prospectus and does not, by itself, present a complete or accurate explanation of the matters disclosed.