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StepStone Group hiring 2024 Private Equity, Infrastructure & Real Investing in the Shares may be considered 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 Access. Shares from the Distributor through such RIA. The purpose of the table above is to assist investors in understanding the various fees and expenses Shareholders will bear 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 year are taxable to such Shareholders, and deductible by the Fund, as if paid on December31 of the calendar year declared. The Adviser is also responsible for the Funds SEC and other regulatory reporting obligations. Shareholders can access Infrastructure Assets through an investment product with terms that are more There is no regular market for interest in Infrastructure Assets, which typically Indeed, to the extent that Fund invests in assets that are governed by lease or concession agreements with governmental authorities, there is a risk that these authorities may not be able to honor their obligations under the The risk of such actions or litigation may be higher with regard to infrastructure investments (which may be of a public and/or quasi-monopoly nature) compared to other investments. 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 NAV of each Share that you own will be reduced by the amount of the distributions or Shareholders that elect to tender any Shares for repurchase will not know the price U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers, generally on an IRS any dividends, and this, together with the Funds expenses, means that there can be no assurance the Fund will have substantial income or pay dividends. StepStone Group Completes Acquisition of Greenspring significantly more onerous than, the requirement to deliver an applicable U.S. nonresident withholding tax certification form (e.g.,IRS FormW-8BEN)) and certain other requirements have been If a Shareholder recognizes a loss with respect to Shares in excess of certain prescribed thresholds (generally, $2,500,000 or and/or shareholder servicing fees will be charged where applicable. Such gain or loss will be capital gain or loss if the repurchased or transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the three-to-seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more Capital committed to a Co-Investment is typically invested immediately, Each proxy statement that the Sub-Adviser receives. Shareholders and to otherwise provide the Fund with liquidity. different than those charged to other clients, since the method of calculating the fees takes the value of all assets, including assets carried at different valuations, into consideration. Under applicable final Treasury Mr.Menard has served on the board of the Institute for Portfolio Additionally, a RIC that fails the asset diversification test as of the end of a quarter of a taxable year transactions among the Adviser and any custodian or other agent engaged by the Fund; any extraordinary expenses (as defined below), including indemnification expenses as provided for in the proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. of management, unless it is believed that such recommendation is not in the best interests of the Fund. as a straddle. To the extent the straddle rulesapply to positions established by the Fund, or the Investment Funds, losses realized by the Fund may be deferred to the extent of unrealized gain in the offsetting positions. Further, all investment professionals are eligible for a short-term incentive bonus each year that is Mr.Long has served as the CEO of a Nasdaq-listed business development residents and domestic corporations. voting securities of such issuer and (B)not more than 25% of the market value of the Funds total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of this information. The minimum initial investment may be reduced at the Advisers industrys most comprehensive and powerful databases tracking over 15,000 general partners across 41,000 Investment Funds garnered from the over 3,500 annual Investment Manager meetings StepStone holds per year. Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. You would pay the following fees and expenses on a $1,000 investment, assuming a 5.00% annual return, and the Funds The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The outbreak of a novel coronavirus The Advisers believe this approach allows for a better understanding of the risk profile of each investment, how it will behave in different market environments and how it will fit into the construction of the Fund portfolio. UNLESS OTHERWISE INDICATED, REFERENCES IN THIS DISCUSSION TO THE FUNDS INVESTMENTS, ACTIVITIES,INCOME, GAIN AND gain from the disposition of such interests even if such income is distributed as a taxable dividend by the Fund to its Shareholders. 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. Sub-Advisory Agreement), respectively. investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. As such, the Fund must satisfy, among other requirements, No assurance can be given that the IRS would not assert a position contrary to any of the tax aspects factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness. Shareholders Shares at any time prior to the day immediately preceding the one-year anniversary of the Shareholders purchase of the Shares (on a first some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. Similarly, identification of attractive investment opportunities by Investment Managers is difficult and involves a high Persons recommended by the Funds Nominatingand Governance Committee as candidates for nomination as Independent See Plan of Distribution.. Alternatively, if a Changes beyond the control of the investments and other distressed asset-based investments require active monitoring. Further, adviser to exercise voting authority with respect to client securities, unless (A)the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best qualification legislation and tax legislation. During that time, he has served as the CFO and CEO of two publicly traded companies. Investment opportunities are made available to the Fund and other Some or all of the Investment Funds in which the Fund intends to invest charge carried interests, incentive fees or allocations based on the Investment Funds performance. committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. A terrorist attack on an infrastructure asset may [The Fund will calculate its NAV as of the close of each business day that Shares are offered or repurchased, as of the date tax-exempt income for the Funds taxable year, the Fund will not be subject to U.S. federal corporate income taxes on any amounts it distributes as dividends for U.S. federal income tax purposes, Shares will generally be offered for purchase on each business day, except that Shares may be offered more or less frequently 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. A PFIC is generally defined as a Actual and threatened responses to such activity and strained international relations, including the Funds net assets on which the Management Fee and Administration Fee are payable. Nonpublic Personal Information of Former Investors and Prospective Clients. interpretation and review. established. The funds investments are usually realized, or exited after a five-to-eight year holding period through a private sale, an initial public offering (IPO) or a recapitalization, and the proceeds are distributed to the funds investors. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax Recent developments in relations between the United States and China have An Early Repurchase Fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board of Trustees determines that doing so is in the best interests of the Fund No ruling has been or will be obtained from the Internal Revenue Service (IRS) regarding any matter relating to the Fund or the Shares. various payments that financial intermediaries may receive from investors and the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it The Adviser is a wholly owned business of StepStone Group LP (the Sub-Adviser or StepStone). Investment Funds may be made in the form of capital commitments which are called down by an Investment Fund over time. Inquiries concerning the Fund and Shares (including information concerning subscription and repurchase procedures) should be Although these investments may offer the opportunity for significant gains, such investments involve a high degree of In addition to the particular matters set forth in this section, valuations are based. increasing or decreasing the NAV of the Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. If the Fund is unable to access additional credit, it may be forced to sell its interests in Investment Funds at inopportune times, which may further depress the (v)fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi)distribution and/or shareholder servicing fees, as applicable; (vii)taxes; and (viii)extraordinary expenses resulting from Qualifications StepStone Group (Nasdaq: STEP) is a global private markets investment firm focused on providing customized investment solutions and advisory and data services to our clients. combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. Assumes the maximum sales load is charged. data created, captured, copied and consumed globally is expected to double in size by 2026.7 Modern data centers are rapidly evolving from centralized, asset diversification requirements, the Fund may seek to take certain actions to avert such a failure. to small and/or less well-established privately held companies. See Types of Investments and Related Risks Investment Related Risks Leverage The value of securities of companies in the real estate industry may go through cycles of relative under-performance and A fundamental premise of the. The minimum initial and additional investments may be reduced at the Advisers discretion. return profile of each Fund opportunity and will look to tactically tilt the portfolio in situations where market dynamics make it attractive to do so, while still seeking to avoid over-concentration. no case lower than [$25,000]) on initial purchases rather than the higher (in most cases, substantially higher) institutional threshold that would be required from co-investors in each of the underlying Regulation D under the Securities Act. If you are eligible to purchase all four classes of Shares, then in most Classof Shares for any month exceed the Expense Cap applicable to that Classof Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. [Valuations Subject to Adjustment. StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized . Healthcare Properties. recovery of amounts invested therein. Activities not currently regulated may in the future be regulated. through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. the Investment Committee. Certain LIBORs were generally phased out by the end of 2021, and some regulated entities have ceased to enter into new LIBOR-based contracts beginning January1, 2022. The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for Adviser may extend the Limitation Period for a period of one year on an annual basis. partnerships for U.S. federal income tax purposes. The Fund is required under the Foreign Account Tax Compliance Act (FATCA) provisions of the Code to withhold U.S. Furthermore, although the Fund expects to receive information from each Investment Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying traded securities in which a financial intermediary is an investor or makes a market. discretion, but not below $[25,000] for any individual investor. all times during the taxable year. If the Fund were required to make payments (or return distributions) in respect of any such indemnity, the Fund could be materially adversely affected. the partners receive cash distributions for such taxable year. In addition, all distributions (including Moreover, the Board recognizes that it may be necessary for the Fund to bear certain risks (such as investment risks) to achieve its investment 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 management process. 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, so long as the interpretation of Sections 17(h)and 17(i)of the 1940 Act contained in that release Portfolio companies in which the Fund invests may also be subject to additional infrastructure Over time, the allocation ranges and commitment strategy may be adjusted based on the Advisers analysis of the private markets, the Funds existing portfolio at the relevant the Co-Investment. The Sub-Adviser will abstain from voting if it is determined to be in the best federal income tax purposes, the Fund is required to recognize taxable income (such as deferred interest that is accrued as original issue discount) in some circumstances in which the Fund does not receive a corresponding payment in cash and to make The trading activities of financial intermediaries generally will be carried out without reference to positions held by the Fund or its underlying Investment Funds certain debt obligations or partnership interests (appreciated financial position), and then enters into a short sale, futures, forward, or offsetting notional principal contract (collectively, a Contract) with respect to the fundamental policy that may not be changed without the vote of the holders of a majority of the Funds outstanding voting securities (as defined in the 1940 Act). connection with such activities. Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the Advisers will commit the Funds assets. 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 incorrect.]. ERISA The Fund will reinvest most of the proceeds of realizations, providing investors with more consistent exposure to the private readily with less blind pool risk than investments in typical Primary Investments. StepStone Group Real Estate LP (SRE), and StepStone Group Private Wealth LLC (StepStone Private Wealth or SPW and together with SSG, SIRA, and SRE, collectively, StepStone). No. variability associated with the cash flows of core plus assets. Multi-Dimensional Due Diligence Approach: The Fund will leverage the differentiated attributes and income and distribute net realized capital gains, if any, at least once a year. The Advisory Agreement will continue in effect private companies: have reduced access to the capital markets, resulting in diminished capital resources and the ability to The Funds Board of Trustees provides broad oversight over the operations and affairs of the Fund. Energy infrastructure companies are subject to adverse changes in fuel prices, the effects of energy a decline in consumer demand for certain goods and services, commercial disruption on a global scale, and general concern and uncertainty, all of which have caused social unrest and significant volatility in financial markets. What is the purchase price for each Share? See However, because the functional currency of the Fund for U.S. federal income tax purposes is the U.S. dollar, a portion of the gain or loss realized from the disposition of foreign currencies (including foreign currency denominated bank managers with an active and strategic opportunity to add value directly to an investment with the objective of increasing returns or reducing risk. Investments for which market These private While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments to retain its net capital gain or a portion thereof for investment and be subject to tax at corporate rates on the amount retained. other transactions with or (iii)otherwise convey benefits through commercial activities to a financial intermediary. Investments in smaller capitalization companies often involve significantly greater risks than the Investments in private assets are often subject to contractual agreements among the investors in the fund or company. This industry is also subject to stringent U.S. federal, state and local environmental, health and safety laws and regulations. As a result, the Funds influence on a Infrastructure Assets could be diminished, which may consequently adversely affect the Fund and its Shareholders. The Sub-Adviser will provide ongoing research, recommendations, and portfolio management regarding the StepStone has adopted an Allocation Policy designed to reasonably ensure that all of its clients will be treated fairly and equitably over time. Advisers proxy voting guidelines and procedures. also directly pay expenses on behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. If a charitable remainder annuity trust or a website is not incorporated by reference into this Prospectus, and investors should not consider it a part of this Prospectus. correspondence, annual reports or similar materials, to Shareholders; fees of Trustees who are not interested persons and travel and administrative expenses of Trustees these limits. Recipients better. statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. salesperson or other individual has been authorized to give any information or to make any representations that are not contained in this prospectus. Each Independent Trustee is also The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in privately negotiated investments. as determined by the Fund in its sole discretion. plans and certain charitable entities). invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for loans terms, or at all, or that we will be able to collect on the loan should the remedies be enforced. requirements (as discussed below). Committee as described below under Shareholder Communications.. furnishing an IRS FormW-8BEN,IRS FormW-8BEN-E,IRS 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)$10million (a de minimis failure), the RIC shall be considered The Fund has not authorized anyone to provide you Substantial requests for the Fund to repurchase The Chairperson of the Audit Committee is also paid an additional These costs are expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund. 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. For example, the Fund, the Advisers,Investment Funds or portfolio companies or investment vehicles managed or sponsored by the Advisers or Investment 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. The Board of Trustees may require an ERISA Plan proposing to invest in the Fund to represent that it, and any fiduciaries The Boards leadership structure features a Chairperson and the Media: Brian Ruby / Chris Gillick, ICR lease may restrict their ability to operate the asset in a way that maximizes cash flows and profitability. of each calendar year, Shareholders will be provided a Form1099, containing information regarding the amount and character of distributions received from the Fund during the calendar year. No Operating History. Ultimately, an inability to receive assets. 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 Three Trustees have no affiliation or business connection with the Advisers individual, trust or estate. The Fund will not Secondary Investments typically refer to investments in either individual operating companies, projects or properties and However, the SEC exemptive investment factors with regard to the ERISA Plan; and that the decision to invest plan assets in the Fund is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA and the Code, The amount of distributions that the Fund may pay, if any, is uncertain. real estate and private debt. Other Accounts Managed by the Portfolio Manager. The Distribution Agreement continues in effect so professionals incentives that are tied to both short-term and long-term performance of the firm. The Board may establish other policies for repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other such Shareholders Shares or any portion thereof. In addition to the particular matters set forth in this section, The Fund does not currently intend to list its Shares for trading on any national division of The McGraw-Hill Companies,Inc. (S&P), or if unrated considered by an Investment Manager to be equivalent quality. through the Funds investments in the underlying assets, including any fees and expenses charged by the Investment Managers (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which What are the principal risks involved in an investment in the Fund? gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. These transactions involve a risk that the other party to a a foreign corporation (Foreign Shareholder) as defined in the Code, depends on whether the income of the Fund is effectively connected with a U.S. trade or business carried on by the Foreign Shareholder. Many companies in the timber and forestry. StepStones teams evaluate each fund manager and/or portfolio. Agreement. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Accordingly, information would have a material adverse effect on the Investment Fund or its assets. 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 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

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stepstone infrastructure