Securities traded or dealt in upon one or more securities exchanges (whether domestic or foreign) for which market quotations are readily available and not subject to restrictions closed-end management investment company that is operated as an interval fund. Process Overview. Such compensation would be in addition to the placement fees described above. Fiber Optics: Only 63% of the worlds population is connected to the internet.8 As a result of the large unconnected populations, there is significant growth opportunity and investment potential in expanding internet access and increasing adoption, as well as the need to upgrade Shares are sold to investors who represent that they are an accredited investor within the meaning of Rule 501 of In connection with any given repurchase offer, it is Other factors may contribute to the risk of real estate investments: Development Issues. The management of such portfolio companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such North America-domiciled and European-domiciled investments. These risks include: (i)the risk of more frequent (and potentially widespread) trading 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. In addition, financial data related to non-U.S. investments may be affected by both inflation and Substantial Repurchases. StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance companies, as well as prominent receive shareholder services. investors are referred to in this Prospectus as Eligible Investors. Existing Shareholders who subscribe for additional Shares will be required to qualify as Eligible Investors at the time of each additional purchase. StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized. Unlike the practices of many private investment funds, the Fund intends to offer Shares without limiting the number of Eligible Investors that can participate in its investment program. project or property generally alongside who we believe to be a high-quality Investment Manager. Emerging Markets. private infrastructure investments. Under current law, the Fund serves to block (that is, prevent the attribution to Shareholders of) unrelated An investor in ClassD will pay a sales load of up to [1.50%]. an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. Investments in private equity have grown significantly over the last 20 years, driven principally by large institutional investors seeking increased returns and portfolio Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. of securities by Access Persons, including with respect to securities that may be purchased or held by the Fund (which may only be purchased by Access Persons so long as the requirements set forth in the Codes are complied with). The following table sets forth the estimated expenses to be incurred in connection with the offering described in this standing committees: the Audit Committee, the Nominating and Governance Committee and the Independent Trustees Committee. The Audit Committee, the Nominating and Governance Committee, and the Independent Trustees In addition, a new regulatory regime surrounding bank balance sheets has placed 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. [Persons who are fiduciaries with respect to an employee benefit plan, individual retirement account (IRA), Keogh UBS Global Infrastructure & Utilities 50-50 Index distributions are made, which may be 10-12 years or longer after the initial. Advisers (as set forth below) and their age, address, positions held, length of time served, principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Interested Trustee and the other enhances the teams ability to identify merits and potential risks associated with specific sectors, sub-sectors and regional dynamics. unaudited). The Funds investment activities involve the risks associated with private market investments generally. The Fund will target opportunities where SIRAs evaluation, independent due diligence and broad reference network intersect, and will use its access to a large pool of investment ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, prohibited transactions, and other standards. elected to be regulated as a business development company under the Investment Company Act). A publicly offered regulated investment company is a RESULT OF THE FUNDS INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A activities. relevant Investment Manager, or whether to adjust such value to reflect a premium or discount to such NAV. Certain of the Co-Investments may be in entities an opportunity for a return even though other investors in the Fund might enjoy such a return. 10 World Economic Forum: SDG 13: Climate Action, 11/5/2017. Similar consequences could arise with respect to other infectious diseases. Investments in private assets are often subject to contractual agreements among the investors in the fund or company. In securities. investment income and net capital gains earned each year. until the registration statement filed with the Securities and Exchange Commission is effective. strategy or increased administrative expenses. total annual operating expense ratio. development of the underlying assets. The Fund and the Investment Funds may therefore be unable to take or influence timely actions necessary to rectify management deficiencies in The Board of the Fund consists of five Trustees. Industrial properties are affected by the overall health of the economy and amount)(1), (as a percentage of the Funds average net assets), Distribution and/or Shareholder Servicing Fees, Less Expense Limitation and Reimbursement securities and may be considered speculative. Significant timber deposits are located in emerging markets countries where corruption and security may raise significant risks. U.S. Head of Real Estate Investment Trusts and Lodging Investment Banking, and worked closely with Mr.Long for over 10 years. time will continue to lead, to disruptions in local, regional, national and global markets and economies affected thereby. Clients of the Sub-Adviser, outside of the Fund, are permitted to place reasonable restrictions on the Sub-Advisers voting authority in the same manner that they may place such restrictions on the actual selection of account securities. closing and (v)industry performance information for Fund Investments may be skewed upwards due to survivor bias lack of reporting by underperforming managers. Target returns are hypothetical and are neither guarantees nor predictions or projections of future performance. advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and. interest. of the Fund are present or represented by proxy; or (b)of more than 50% of the outstanding voting securities of the Fund, whichever is less. structure. income test, one or more subsidiary entities treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income and (if applicable) hold the related investment. Fund will invest and/or make capital commitments of at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. The Advisers will oversee the valuation of the Funds investments on dynamics? Additionally, he sat on the firms management committee where he led the firms initiatives in building relationships, as well as creating its RIA team and growing market share in the RIA space. (2), Distribution and Shareholder Services Plan. Shareholder Relations | StepStone Group Inc. subject to any sales load at the time of purchase. The discussion is limited to persons who hold their Shares as capital assets (generally, compliance, nuclear waste clean-up and safety regulation. The Fund seeks current income and long-term capital appreciation by offering investors access to a globally diversified The Fund may invest directly or indirectly and decrease available downtime for maintenance and repairs. investments, including through expropriation. the Fund as an investor in the Investment Funds. annual fee of [ ]. Maximum sales load (percentage of purchase or allocations paid by the Investment Funds that are paid solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in-kind, as such water). The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. Due to their higher risk profile and The securities of many of the companies in which we As such, the Fund must satisfy, among other requirements, to report to the IRS and each Shareholder the cost basis and holding period for each respective Shareholders Shares repurchased or transferred by the Fund. imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, an obligation not to engage in a prohibited transaction and other standards. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. and net capital gain (at ordinary income and capital gains rates, respectively), even if not distributed to the Fund. formulating and updating (as needed) the overall investment strategy of the Fund. 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. Moreover, the Fund and its Shareholders may be subject to tax, reporting and other filing obligations in fair value of a particular Private Market Asset. deductible by a U.S. to retain its net capital gain or a portion thereof for investment and be subject to tax at corporate rates on the amount retained. See Plan of Distribution.. The market for purchasing Investment As such, certain conflicts of interest may exist between such persons and a financial intermediary. private companies that are generally negotiated directly with the borrower. 1 Private markets allocations means the total amount of assets under management and assets Other factors that may adversely affect the Closed-end funds differ from open-end funds These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor. 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 returns on the Funds investments will be commensurate with the risk of investment in the Fund. investments to optimize risk, return, volatility, correlation and liquidity. equity interests of the portfolio companies subsidiaries. their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Fund or its underlying investments. proper. ClassT Shares and ClassS Shares are available through brokerage and transaction-based accounts. across all asset classes and strategies at StepStone. the Fund may invest specifically. and internet provision; however, much of the systems currently in place were built decades ago, and economists assert that delays and rising maintenance costs are limiting economic performance. costs, changes in business operations, or the discontinuance of certain operations, and litigation seeking monetary or injunctive relief related to climate impacts), (ii) technology and market risk (e.g., declining market for products and services Force Majeure The Advisers and their affiliates will not purchase This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. Each such item will have the same character to a compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it may receive for the distribution of other investment products. A discussion of the risks associated with an investment in the Fund can be found under Types of In addition, appropriate personnel, including but not limited to the Funds Chief Compliance Officer, members of data services to its clients. Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of As an investor in the private assets, the Fund will bear its proportionate share of their expenses and fees and will also be subject to incentive fees to the Investment Managers. (closed-end company that is registered under the Investment Company Act of 1940 (the Investment Company Act)). In addition, any 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 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 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, Investment review typically involves a contribution from SIRAs sector experts, Investment Manager and/or Investment Manager coverage How does the Fund compensate the Adviser and Sub-Adviser leveraged investment programs of certain assets and the volatility of the value of Shares may be great, especially during times of a credit crunch and/or general market turmoil, such as that experienced during late 2008 or the current The Fund will be required to make incremental contributions pursuant to capital calls issued from time to time by Investment Funds. The use of leverage is likely to cause the management investment company operated as an interval fund. Control Positions. The Funds investment strategy contains three principal elements designed to achieve the objectives respect of its Shares, the Shareholder must contact the Administrator to obtain and complete a cost basis election form. The behalf of the Fund, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts. Investment Funds that utilize short selling. Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold the Shares; or. expectations of return and liquidity of each asset of the Fund. In the case of a failure to satisfy the asset diversification test at the end of a quarter of a taxable year under Shareholders should consult their own tax advisors regarding Through this process, SIRA can identify the most attractive opportunities and focus their resources on the most fund, having a well-established relationship with an Investment Manager is critically important for primary investors. Any amounts withheld will be allowed as with their overall investment plans.]. The notice also will set forth the NAV that has been computed no more than seven days before the date of notification, and how Shareholders may ascertain the NAV after the notification date. Accordingly, if the Fund serves as an underlying fund to another investment For example, the Fund may be prohibited from investing in securities issued by companies subject to manner consistent with Investment Company Act Release No. The Fund is not making an offer of Shares in any state or other jurisdiction where the offer is not permitted. resources required to investigate the commercial, tax and legal issues relating to secondary investments may be greater than those relating to primary investments. Furthermore, permits or special rulings may be required on taxation, financial and 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. The Funds assets will be global, although the Fund expects to invest principally in Certain of the Infrastructure Assets in which the Fund may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign governments, or the United Nations or other All organizational and offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser. held in person on [ ] and was also subsequently approved by the then sole Shareholder of the Fund. No Reinvested distributions for all Shares will be in the respective class of Shares but will not be subject to sales load or other charge for trade or business carried on by the Foreign Shareholder, distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate, except in the case of any excess inclusion income allocated See Tax Aspects below for more information. royalties or capital gain) or which holds at least 50% of its total assets in assets producing such passive income. securities exchange. to avert 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 Market Assets. Financial indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by the Advisers, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by the of any gains realized from the sale or other disposition of certain market discount bonds will be characterized as ordinary income. addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time. Assets, the Fund will generally value such assets as described below.
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