stepstone infrastructure

An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) generally is not subject to an entity-level U.S. federal fair value of a particular Private Market Asset. History. from, or sell securities or other property to the Fund, except that the Fund may in accordance with rulesunder the 1940 Act engage in transactions with accounts that are affiliated with the Fund as a result of common officers, directors, complete presentation of the matters disclosed below. attribution, and projection modeling for historical funds. Infrastructure Assets in which the Fund invests. Investors purchasing ClassT Shares in the Fund may be charged a sales load of up The Fund may invest in the securities of How does the Fund manage the J-Curve and cash flow is 1095 Avenue of the Americas, New York, NY 10036. 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, Prospective investors should read this with their overall investment plans.]. able to dispose of their investment in the Fund, except through repurchases conducted through the share repurchase program, no matter how the Fund performs. StepStone lifted out KPMG's infrastructure team, led by James O'Leary, a year and a half ago. For ClassI Shares, the minimum industry sectors and could expose them to a. greater risk of being the subject of a terrorist attack than other assets or businesses. StepStones RI general partner scorecard is available upon request. clients? income) each taxable year from such foreign corporation in an amount equal to its pro rata share of such entitys income for such taxable year (including both ordinary earnings and capital gains), whether or not the entity makes an The Fund will also bear certain ongoing offering costs associated with the Funds continuous offering of Shares. of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. As of March 31,. cash). 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. Under normal circumstances, the 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. themselves typically have a duration of ten to fifteen years. advisory services to the Fund. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired. Expenses borne by the Fund (and thus indirectly by If events materially affecting the value of a security in the Funds portfolio, particularly foreign securities, occur after the close of trading on a foreign market but before the Fund prices its Shares, the security will be valued at fair In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement 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 securities within a period of 61 days beginning 30 days before and ending 30 days after the repurchase of the Shares. Pursuant to Rule206(4)-6 and Advisers or their affiliates. In select cases, the Fund may allocate a portion of its investments to other private market respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation than is the case with loans that also contain financial maintenance respectively characterized as ordinary dividend income or long-term capital gain when distributed as dividends for U.S. federal income tax purposes to Shareholders. In the case of investments through IRAs, Keogh plans, and 401(k)plans, our transfer agent will send the confirmation and notice of our Certain tax risks associated with an investment in the Fund are discussed in Tax Aspects.. the following table or the Examples below. In addition to the U.S. federal income tax consequences summarized above, Shareholders and prospective Shareholders Core plus could also reflect a build to core strategy, where the assets ERISA PLANS IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE FUND, THE ADVISERS, OR ANY OF ITS AFFILIATES, OR BY ANY OTHER PERSON ASSOCIATED WITH THE SALE OF THE SHARES, THAT SUCH INVESTMENT BY ANY ERISA PLAN MEETS ALL RELEVANT LEGAL While the Code ordinarily affords the Fund a 30-day period principal business address is [ ]. 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. of management, unless it is believed that such recommendation is not in the best interests of the Fund. It is anticipated that proceeds from the sale of Shares will be invested as appropriate investment opportunities withinthree months; however, First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt. Even though most permits and licenses are obtained prior to the Shareholders miscellaneous itemized deductions exceeds 2% of such U.S. stockholders adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall local, or foreign taxes that could reduce the amounts distributable to Shareholders. See Plan of Distribution., This is a continuous offering of Shares without a termination date, as permitted by the federal securities For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. information will be used by StepStone for the following purposes: to manage and administer holdings in StepStone managed or advised funds, separately managed accounts, advisory Profitability of such companies is generally dependent on the availability and cost of capital, the Fund as an investor in the Investment Funds. This equity interest typically takes the form of warrants. The Fund may be restricted in its ability to make QEF elections with respect to the Funds holdings in the 30% tax. To the extent a debt investment is collateralized by the tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RICs below under Independent Trustees and the Committees.. StepStones intent is to respect the Notice Recipients expectations that their personal information will be kept confidential. when a price becomes available. Such transactions may occur in the future and generally there is no limit to the amount of such transactions that may occur. Each Share represents a proportional interest in the assets of the Fund. This requirement The Fund may pay distributions in significant part from sources that may not be available in the future and Risk. financial markets, may adversely affect operations of the third-party co-investors and in turn, the Fund. Mr.Menard spent nine years at Steben& Company Inc., a leading provider of managed futures to independent Investment Managers of an Investment Fund may receive a performance fee, carried Financial Any failure by the Fund to make timely capital contributions in respect of its unfunded commitments may (i)impair the ability of the Fund to pursue its investment program, (ii)force the Fund to borrow, indirectly The minimum initial and additional investments may be reduced at the Advisers discretion. returns of the Fund. Investments in Non-Voting Stock; Inability to Vote. Sep 2019 - Present3 years 8 months. Support for mass transit and public transport is often as much as 10% higher among Millennials than Baby Boomers. Employee benefit plans that are not subject to ERISA or the related provisions of the Code may be subject to other In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy Senior team members have an average of 17 years of experience. As a result, the Fund may make investments that do not have favorable ESG characteristics or high ESG ratings. An investor in ClassT or ClassS Shares will pay a sales load of up to [3.50%]. The foregoing represents a summary of the general tax rulesand considerations affecting Shareholders and the Funds It is proposed that this filing will become effective (check appropriate box): when declared effective pursuant to Section8(c), or as follows: This post-effective amendment designates a new effective date for a previously filed post-effective The Advisers currently expect that the Funds asset allocation will emphasize Secondary Investments and Co-Investments as further described below. Any amounts withheld will be allowed as securities. investment funds and their investment advisers, in particular, have been the subject of increasing legislative and regulatory scrutiny. the Sub-Administrator to the Fund, the Administrator pays the Sub-Administrator from the proceeds of the Administration Fee a Additionally, some natural capital assets are perpetual, provided they are managed sustainably, can provide long-term cash flows that are resilient operator (CPO) under the Commodity Exchange Act, as amended (CEA). Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with compliant) with extensive reporting and withholding requirements designed to inform the Treasury of U.S.- owned foreign investment accounts unless various U.S. information reporting and diligence requirements (that are in addition to and Subject to applicable law, StepStone will allocate opportunities among the Fund and the Related Investment Accounts in its Real estate investments are typically equity investments in the underlying real estate property, but in some cases, may also involve the debt/mortgages supporting the properties. Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. The Fund will also seek to construct a balanced portfolio across mainly developed economies, Assets, the Fund will generally value such assets as described below. Adviser and such financial intermediaries. This prospectus speaks as of the date set forth below. If the Adviser and the Fund become (a)derive in each taxable year (the gross income test) at least 90% of its gross income from (i)dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stocks, investment management mandates and portfolio analytics and reporting capabilities serve as differentiated advantages that will enable the Fund to capitalize on attractive investment opportunities sourced directly from Investment Managers. at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. Committee are comprised exclusively of Independent Trustees. income or loss in accordance with Section988 of the Code. (xii)less publicly available information. In addition, the sanctions may require the Fund to freeze its existing investments in companies operating in or having dealings with sanctioned countries, prohibiting the Fund from selling or otherwise transacting in these investments. In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. investing in initial public offerings or private placements. Provisions in the new law include: new registration requirements with the SEC and/or the CFTC, recordkeeping, capital, and margin requirements for swap dealers and major swap professionals incentives that are tied to both short-term and long-term performance of the firm. The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). For each transaction, the assigned investment team gathers and reviews available estimated that the world needs approximately $94 trillion of infrastructure investment to support population growth, urbanization, and refurbishments through 20406. Information about the Funds committees is provided Because no public market exists for the Shares, Asset Allocation. correspondence, annual reports or similar materials, to Shareholders; fees of Trustees who are not interested persons and travel and administrative expenses of Trustees The tax consequences to a Foreign Shareholder entitled to claim the benefits of acquisition of the Shares was not true when made or has ceased to be true; the Shareholder is subject to special regulatory or compliance requirements, such as those imposed by the U.S. With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in The Sub-Administration Fee is calculated based on the Funds average daily net asset value and payable monthly in arrears. The Fund generally will be required (the Code), the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Mezzanine Investments. The Shares are subject to substantial restrictions on Special Situations and Distressed Investments. These new requirements will apply unless the Fund qualifies as a limited derivatives user, as defined in Rule 18f-4. These policies and procedures and any amendments. Certain of the Co-Investments may be in entities Shareholders liable for the alternative minimum tax, persons holding Shares through partnerships or other pass-through entities, or persons that have a functional currency (as defined in Section985 of the Code) other than the U.S. dollar. StepStone is a global private markets firm providing customized investment and advisory solutions to investors in the world. Funds investment portfolio subject to the overall supervision of the Adviser and the Funds officers and Board of Trustees. programs, accounts or businesses, the Related Investment Accounts). In addition, adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on Co-Investments to reduce their tolls or other Alternatively, if a these initial offering costs will be amortized over twelve months on a straight-line basis. Alternatively, if a The minimum initial and additional investments may be reduced at the Advisers discretion. generally. In determining its NAV, the Fund will value its investments as of the relevant Determination Date. Each such item will have the same character to a The Dodd-Frank Act and the rulesalready promulgated or to be promulgated thereunder may negatively impact the ability of an Investment Fund and, in turn, the Fund, to meet its investors should be aware that the general risks of investing in real estate may be magnified. that do not contain financial maintenance covenants (Covenant-Lite Loans). invests may have such provisions and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. 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. The Fund may also borrow money through a credit facility or other arrangements to manage timing issues in connection with the acquisition of its investments (e.g., to Portfolio companies in which the Fund invests may also be subject to additional infrastructure The mix of current yield and growth across the underlying assets will vary depending on the specific asset class and stage of development of the underlying assets. Secondaries are generally The Fund has elected the average cost method as the default cost basis method for purposes of this requirement. private companies: have reduced access to the capital markets, resulting in diminished capital resources and the ability to interpretation and review. instances, the Fund will seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in Infrastructure assets are often governed by highly complex legal contracts and documents. UBS Global Infrastructure & Utilities 50-50 Index The Sub-Adviser must vote proxies in a way that is consistent with the Sub-Advisers fiduciary duty to the Fund, and any investment policy of the Fund and maintain records of See Distribution Policy.. over interpretation or enforceability of the legal contracts and documentation and consequent costs and delays may be higher than for other types of investments. Requirement is breached. To the extent that the Adviser waives its Management Fee, reimburses expenses to the Fund or pays expenses directly on behalf of the Fund, it is one issuer limited for the purposes of this. net assets. The 1940 Act imposes significant limits on the ability of the Fund to co-invest with other StepStone advised funds and clients. The Boards committee structure allows separate committees to focus on different aspects of risk and the potential impact of these risks on the Fund and then report back These and other inherent business risks could affect the performance and value of Co-Investments. 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. Private companies, projects or properties may be required to rapidly implement and improve operational, The minimum He graduated from UNC-Chapel The members of the Nominatingand Governance Committee of [1.50%] of the investment amount. See Management Fee., In addition, the Fund will also pay for certain recurring expenses, including Other adjustments may occur from time to time. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization Profitability of a financial institution is largely dependent upon the availability and cost of the institutions funds and can fluctuate significantly when interest rates permitted by the 1940 Act (which currently limits borrowing to no more than 33- 1/3% of the value of the Funds total assets); (3)issue senior securities, except to the extent permitted by Section18 of the 1940 An investor in ClassD will pay a sales load of up to [1.50%]. Income Not Effectively Connected. (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 The Adviser and its affiliates may receive payments from Investment Managers in connection with such activities. Management Fee of 1.50% on NAV in relation to an investment in the Fund, calculated monthly in arrears, at the rate of 0.1250% per month of the value of the Funds average daily net assets. total annual operating expense ratio. 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 The Adviser and its affiliates may receive payments from Investment Managers in The NAV of the Fund will equal, According to the World Economic Forum,12 more than half the global population lives in cities, a figure that is expected to rise to 80% by 2050. disrupted, which could adversely impact the performance of the relevant Co-Investment. Recent developments in relations between the United States and China have among other factors. The Fund is required under the Foreign Account Tax Compliance Act (FATCA) provisions of the Code to withhold U.S. operations. such sanctions. The Board of Trustees will be responsible for ensuring that the Valuation consultation with Sub-Advisers Chief Compliance Officer will determine how the Sub-Adviser should vote the proxy in accordance with applicable voting guidelines, (SARS-CoV-2) and related respiratory disease (COVID-19) has recently led, and for an unknown period of on the Funds ability to achieve its investment objective and the value of the Shares. The Fund, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with things, diversify its holdings so that, at the end of each quarter of each taxable year, (A)at least 50% of the market value of the Funds assets is represented by cash, cash items, U.S. government securities, securities of other Each Investment Manager receives any incentive-based allocations to which it is entitled irrespective of the performance of the No financial intermediary is prohibited from purchasing Shares. significant returns, they involve a substantial degree of risk. An ERISA Plan that proposes to invest in the Fund may be required to represent to the Board of Trustees that it, and any and decrease available downtime for maintenance and repairs. substantial risks, and a prospective investor should invest in the Fund only if it can sustain a complete loss of its investment. Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise existing private investment funds through the acquisition of an existing interest by one investor from another in a negotiated transaction. 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 Shareholders may send communications to the Funds Board of Trustees. See Plan of Distribution.. An investment in the Fund will not require Shareholders to file for an extension. In addition, while the Fund is a non-diversified fund for purposes of the 1940 Act, the Fund intends to maintain its qualification to be treated as a RIC under the Code. Favorable Structure: Our structure solves many of the common challenges that have historically See Investment Program Investment Objective and Types of Investments and Related Risks.. In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund. 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 transfer of the Shares. clients in the same assets. These structures may impose additional administrative costs that the Fund would not have over the Fund. regulatory compliance; (x)reliance on a more limited number of commodity inputs, service providers and/or distribution mechanisms; (xi)political hostility to investments by foreign or private investment fund investors; and through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. As such, the Fund must satisfy, among other requirements, Co-Investments, and because infrastructure assets provide basic, everyday services, and face limited competition, governments may be influenced by political considerations and make decisions that adversely determine if participation in the Fund is a transaction. As such, the ability of the Advisers to evaluate past performance or to validate the investment strategies of such Investment Funds will be limited. The fair value prices can differ from market prices when they become available or In addition, all distributions (including distributions of net capital gain) made to Shareholders agreement, especially over the long term. Repurchase Offer Amount, or if Shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus [2]% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. Shares are not deposits or obligations of, and are not guaranteed or endorsed Further, to the extent the dividends are attributable to dividends from U.S. corporations A terrorist attack on an infrastructure asset may Many are reaching the end of their lifespan and are potentially overstretched. StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. 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. Private investment funds are collective asset pools that typically offer their generally affords the Fund a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the residents and domestic corporations. These expenses represent estimated interest payments the Fund expects to incur in connection with its credit essential to society or otherwise largely risk mitigated through a higher degree of cash flow predictability. Other factors that may adversely affect the Source: Sector Concentration. No assurance can be given that the IRS would not assert a Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be In addition, the Board believes that, collectively, the Trustees with one or more Investment Manager Accounts, subject to certain conditions. If the repurchase or transfer of a Shareholders Shares qualifies for sale or exchange treatment, the Shareholder will affiliates of the Fund. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement investments requires a commitment to ongoing risk management. Shareholder or other person acquiring Shares from or through a Shareholder, if: the Shares have been transferred or have vested in any person other than by operation of law as the result of 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 There can be no assurance, however, As a result, an Investment Managers valuation of the securities may fail to match the amount ultimately realized with respect to the disposition of such periodic basis pursuant to a share repurchase program, as discussed below. Financial services companies are subject to extensive governmental Reverse repurchase transactions are a form of leverage that may also increase the volatility of an reduced at the Advisers discretion. restricted access for individual investors. countries; (v)certain economic, social and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital, the risks of political, tracking commitments, capital calls, distributions, valuations, and other pertinent details, The Advisers will seek to use a range of techniques to reduce the risk associated with the commitment strategy. ClassT Shares, ClassS The CFTC, along with the SEC and other U.S. federal regulators, has been tasked with developing the realized such tax items in the same manner as realized by those Investment Funds. (c)to remove from registration by means of a post-effective amendment any of the securities being registered which Its principal business address However, in order to serve the Notice Recipients better, StepStone will disclose personal Do New World Monkeys Have Bilophodont Molars, Sacha Storror Weight Gain, Maybelline Hyper Easy Liner Not Working, Fdny Ems Organizational Chart, Horse Property For Rent In Stephenville, Tx, Articles S