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 A CORPORATION). This prospectus speaks as of the date set forth below. for the management of the underlying assets and other administrative requirements associated with the ongoing operation of the Fund? 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 servicing fees of [ ], and ClassD Shares have annual shareholder servicing fees of [ ]. Regulatory Change. What is the tax treatment of the Fund and my distributions? discussed below. that is prohibited by ERISA or the Code. denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii)differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; A financial intermediary is expected to provide certain such services to the Fund in connection with the Fund obtaining a credit facility, if any such facility is obtained. As a result of the risks associated with advancing the companys after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Funds ability to liquidate a specific asset may limit such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Fund. Additionally, the Fund may make a special distribution annually. Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will look through to the assets held by The fair value prices can differ from market prices when they become available or Disclosure of Nonpublic Personal Information to Non-Affiliates. He also co-founded Carolon Investment Funds headquartered in Dublin,Ireland to assist asset managers with fund structuring and regulatory oversight. 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, Under the terms of the Advisory Agreement, the Adviser is responsible for the overall sector risks, including (i)the risk that technology employed will be not be effective or efficient; (ii)the risk of equipment failures, failure to perform according to design specifications, failure to meet expected levels of efficiency, taxable year. Accordingly, disqualification as a RIC would have a material Interested Trustees) are affiliated with the Advisers. In all events, however, such tax will not be less than $50,000. 14 Private market allocations means the total amount of assets under management and assets under advisement. There continue. the Fund may receive notices or proposals seeking the consent of or voting by holders (proxies). There can be no assurance that any or all Secondary Investments made by the Fund will exhibit this pattern of investment returns, and realization of later gains is Our website, www.stepstonepw.com, is the best source for the most current information on the Fund. government. Mr.Menard economic or social instability, including the risk of sovereign defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi)the possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii)differing, and potentially less well developed or well-tested laws regarding creditors rights (including However, in such case, a Special Situations and Distressed Investments. The Shareholder Notification will contain information Shareholders should See Investment Program StepStone Allocation other services to third parties and receive fees therefore in connection with transactions in which such third parties have interests which may conflict with those of the Fund or an Investment Fund. various investment types described below. has been signed below by the following persons in the capacities and on the dates indicated. share purchase price will be made daily to reflect updated valuations and other Fund activity. If the Advisers manage accounts that engage in short sales of securities of the type No As such, certain conflicts of interest may exist between such persons and a financial intermediary. In addition, a lender to the Fund may of the Fund and will be responsible for the day-to-day management of the Funds assets and activities, including structuring, governance, distribution, reporting As demonstration of its commitment to responsible investing (RI), StepStone became a signatory to the United partnerships. As such, the Advisers typically endeavor to limit the Funds investments in any one Investment Fund to no more than 25% of the Funds gross assets (measured at the time of purchase). Many are reaching the end of their lifespan and are potentially overstretched. October 2020, the SEC adopted new Rule 18f-4 related to the use of derivatives and certain other transactions by registered investment companies that will, at the time of the compliance date, rescind and Bank Holding Company Act of 1956, as amended, certain Federal Communications Commission regulations, or ERISA (as hereinafter defined) (collectively, Special Laws or Regulations), and the Fund determines that the Shareholder is likely to partner of the partnership is required to take into account its distributive share of the partnerships net capital gain or loss, net short-term capital gain or loss, and its other items of ordinary income or loss (including all items of the Fund to sell and another client to purchase, the same security or instrument on the same day. The Adviser is also responsible for the StepStone has fully integrated an RI process into its investment due diligence and decision-making the desired allocation to certain Infrastructure Assets could represent a risk to the Funds ability to achieve the desired investment returns. of the income that the Fund may earn directly or through an Investment Fund, such as income recognized from an equity investment in an operating partnership, may not satisfy the gross income test. SIRA has also developed a proprietary infrastructure risk index (the StepStone Infrastructure Risk Index), In accordance with the Valuation Procedures, the Advisers will consider whether it is appropriate, in light of all relevant circumstances, to value such interests based on the NAV reported by the that income to the Fund or the included income is derived with respect to the Funds business of investing in stocks and securities. If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the If the Fund were required to make payments (or return distributions) in respect of any such indemnity, the Fund could be materially adversely affected. Shareholders allocable shares of the Management Fees and certain other expenses, (2)each such U.S. The Board has concluded, based on each Trustees experience, qualifications and consequences of the acquisition, holding and disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws. Registrant may be deemed to be controlled by SPW, the investment adviser to the Registrant[, and [ ], the sole shareholder of the Registrant.] a Co-Investment, or other investors in a Co-Investment needed to effect such transactions. Through this process, SIRA can identify the most attractive opportunities and focus their resources on the most Every investment due diligence conducted by StepStone undergoes an ESG evaluation at multiple levels. Millennials also plan to monitor their consumption more closely and hope to adopt new energy Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other sources), advantages enjoyed by institutional investors into opportunities for individual investors. The Dodd-Frank Act requires additional regulation of private equity fund managers, including However, in order to serve the Notice Recipients better, StepStone will disclose personal Shareholder wishes to affirmatively elect an alternative cost basis calculation method in respect of its Shares, the Shareholder must contact the Administrator to obtain and complete a cost basis election form. each box that appropriately characterizes the Registrant: Registered Closed-End Fund Ultimately, an inability to receive If transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. The overall performance of the Funds Secondary Investments will depend in generally will be characterized as ordinary gain or loss unless the contract or financial instrument in question is a capital asset in the hands of the Fund and is not part of a straddle transaction (as described below), and an election is made by The mark-to-market their securities holdings, tax-exempt organizations, partnerships, Shareholders who are not United States StepStone may Except as required by applicable law and described in this privacy notice, The members of the Audit Committee of the Fund are [ ]. Thus, in general, the Funds private markets allocation will consist of both funded and unfunded commitments. Fund for investment opportunities and may invest directly in such investment opportunities. 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 Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. There can be no assurance that the Investments will be profitable or generate cash flow sufficient to provide a return on or inflation, more extensive controls on foreign investment and limitations on repatriation of invested capital, increased likelihood of governmental involvement in, and control over, the economies, decisions by the relevant government to cease its Research Providers would include in depth research, global issuer analysis, and voting recommendations. 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 the provisions of the 1940 Act. Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax consequences of the acquisition, holding and Possession of that information may limit the ability of the Fund to buy or sell securities of the entity. The Adviser also intends to compensate, from its own resources, third-party securities dealers, other industry In addition, Seasoned Primaries may enable the Fund to deploy capital more readily with less blind pool risk than investments in typical primaries. The Board has approved valuation procedures for the Fund (the Valuation Procedures). or other distributions that they receive from the Fund. The Adviser may extend the Limitation Period for a period of one year on an annual basis. The Sub-Advisers Chief Compliance Officer, as applicable, will verify the Fund holds the security to which the proxy relates. whether the Shareholder takes such distributions in cash or reinvests them to buy additional Shares. Existing and new investments are dynamically evaluated to assess the blended risk, return and liquidity profile of the Fund. 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, Tenders will be revocable upon written notice to the Fund until approximately 25 days prior to the Valuation Date (Tender Withdrawal Date). investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the Asset Coverage Requirement). Financial Sector. (e.g., crops and livestock) that produce food, fiber, and renewable energy feedstocks. ______. Conversely, any increases in the NAV resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of Shareholders who previously had their Shares repurchased at positions held, lengths of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) currently overseen by each Independent Trustee and other directorships, If, however, a Shareholder requests to change its election within 30 days prior to a distribution, the request will be effective STEPSTONE GROUP PRIVATE WEALTH LLC PRIVACY POLICY. could potentially invest directly in primaries of such Investment Funds. Sub-Advisory Agreement), respectively. As a result, the risks of a dispute satisfied the test for such taxable year if (i)the RIC satisfies certain procedural requirements, and (ii)the RICs failure to satisfy the gross income test is due to reasonable cause and not due to willful neglect. Gain or loss will arise upon exercise or lapse of Section1256 Contracts. generally. SIRA has overseen $75 billion in private market allocations since its inception, with $13 . There also may be circumstances under which the Advisers will make investments for Other Accounts in which the Advisers do is 1095 Avenue of the Americas, New York, NY 10036. other factors which are beyond the control of the Fund or an Investment Fund. Challenges around climate change, communication, healthcare and urbanization may be best addressed through major public and private investment in infrastructure. What is the StepStone Private Infrastructure Fund? amount of capital as and when requested by the funds manager or general partner. to time. in all forms of private debt on a global basis. Funds SEC and other regulatory reporting obligations. We may invest in an Investment Fund that concentrates its investments in specific industry margin in their operations as they are currently permitted to do. In contrast, registered closed-end funds typically reinvest most of the proceeds of realized investments and do not have a stated duration. The [ ]% shown as Acquired Fund Fees and crisis. based upon the Funds daily NAV per Share. Regulatory and Legal Risks. trustee must process and forward to us subscriptions made through IRAs, Keogh plans, and 401(k)plans. If the QEF incurs losses for a taxable year, these losses will not pass behalf of the Fund, it is permitted to recoup from the Fund any such amounts for a period not to exceed three years from the month in which such fees and expenses were waived, reimbursed or paid, even if such recoupment occurs after the termination Risks, and all appendices and supplements accompanying this Prospectus. In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately by the Code. share NAV of the classes will vary over time. following proxy records in accordance with the SECs five-year retention requirement. Investments will be subject to the risks incidental to The Fund may invest in the securities of The Fund intends to distribute to its Shareholders, at least annually, substantially all of its investment company taxable income, net tax-exempt income, and net capital gains. multiple Investment Funds. restricted access for individual investors. 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 StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone. situations involving uncertainties as to the value of portfolio positions could have an adverse effect on the Funds NAV if the judgments of the Board, the Advisers, or the Investment Managers regarding appropriate valuations, should prove period between the initial investment and the time that meaningful appreciation is expected. expenses accrue prior to the realization of investment gains. (1)The Registrant hereby undertakes to suspend the offering of its shares until it amends its Shareholders and to otherwise provide the Fund with liquidity. The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain brokers, indications and financial market scenarios are no guarantee of current or future performance. In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately The minimum initial investment may be reduced at the Advisers If any such information or statements are given or made, investors should not rely upon such The Adviser and its affiliates may receive payments from Investment Managers in potential conflict of interest involving the Sub-Adviser, the Sub-Adviser will make written disclosure of the conflict to the Independent Trustees indicating how the Sub-Adviser proposes to vote on the matter and its reasons for doing so. 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 ClassT Shares, ClassS Brunel pools 840m of fresh UK pension capital for infrastructure Co-Investments may react negatively to any adjustments to applicable tolls or other usage-related fee rates, or public pressure may cause relevant government authorities to challenge the tolls or other This will increase the dealers costs and may be passed through to other market participants, such as an Investment Fund, in the form of higher fees or spreads and less favorable StepStone Group LP (StepStone) is a global private markets firm providing customized investment, portfolio monitoring and advice to investors.StepStone covers primary fund investments, secondary fund investments and co-investments across private equity, real estate, infrastructure and real assets, and private debt. access for high-net-worth investors. All investment professionals will forward any proxy materials received on behalf of the Fund to the Sub-Advisers Chief Compliance Officer, as applicable. structured), all costs and expenses directly related to due diligence of portfolio transactions for the Fund such as direct and indirect expenses associated with the Funds investments (whether or not consummated), and enforcing the Funds possible to develop processes and controls to eliminate all of the risks that may affect the Fund. Shares will generally be offered for purchase on each business day, except that Shares may be offered more or less frequently On non-routine matters, the Sub-Adviser will Funds expenses and other support services. Set forth below is the number of holders of securities of the Registrant as of [ ]: Reference is made to Article[5.2] of the Funds Agreement and Declaration of Trust filed as Exhibit(a)(3) to Board and on. required to demonstrate their exempt status. receives from Notice Recipients on applications or other forms; and (ii)information about Notice Recipients transactions with StepStone, its affiliates, or others. Mr.Smith is active with the Loaves and Fishes Food Pantry and serves on the board of the Emergency Medical Center at the University of Virginia. Infrastructure assets tend to perform better in inflationary environments as 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. Funds investments (including the devaluation of the Fund). See In the case of investments through IRAs, Keogh plans, and 401(k)plans, our transfer agent will send the confirmation and notice of our deductible by a U.S. Such securities may be subject to legal and other restrictions on resale. StepStone prudently integrates fund investments, secondaries and co-investments across private equity, real estate, infrastructure and private debt to create solutions that are customized . The Fund will not hold an initial closing until at least $25,000,000 in subscriptions have been received by project may, as a result of changes in investor sentiment, the financial markets, economic, or other conditions prior to its completion, become an economically unattractive investment. over the Fund. tax (at a 30% rate) on payments of amounts treated as dividends for U.S. federal income tax purposes made to certain non-U.S. entities (including financial intermediaries) that fail to comply (or be deemed Moreover, the rate of return of the Fund may be greater or less than the hypothetical [5.00%] return used in the Example. To the extent that the Adviser waives its Management Fee, reimburses expenses to the Fund or pays expenses directly on the Fund. A copy of the Proxy Policy is also available on our website at 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 Secondaries are generally See Investment Program Leverage., Other Expenses include all other expenses incurred by the Fund, such as its organizational and offering by the Fund, generally will have the same tax consequences as described above in respect of a Share repurchase that qualifies for sale or exchange treatment. that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended. prices are not observable include private investments in the equity of operating companies, projects, properties or certain debt positions. In addition, the Adviser is responsible for the operational and governance incorrect.]. A RIC that fails the gross income test for a taxable year shall nevertheless be considered to have [The Fund will calculate its NAV as of the close of each business day that Shares are offered or repurchased, as of the date (i)whether the Fund has sufficient earnings and profits to support a dividend and (ii)the Shareholders tax basis in the relevant Shares. Evaluation of the Investment Managers experience and resources to establish their ability to implement Additionally, Mr.Reisler has equity interests in If the Advisers determine to cause the Fund committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation. investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. The effects to public health, business and market conditions resulting from the COVID-19 pandemic may have a significant negative impact on the Environmental, Health and Safety Risks. objectives. Board Committees described below. The Adviser is also responsible for the Funds SEC and other regulatory reporting obligations. The trading activities of financial intermediaries generally will be carried out without reference to positions held by the Fund or its underlying Investment Funds and anticipated profits and cash flows from, a number of properties and, as a result, adversely affect the Funds investment performance. Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax to [3.50%], [3.50%], and [1.50%] of the investment amount, respectively. Under the terms of an administration agreement between the Fund and the Administrator (the Administration Agreement), the Administrator is responsible for, Considerations; Distributions to Shareholders and Potential Fund-Level Tax Liabilities. certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above. The U.S. Treasury net assets. The Board may establish other policies for repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other companies mature and are sold. Yes, you may invest via those vehicles subject to the suitability standards and applicable law. that are individuals. In the absence of observable market prices, Investment Managers value investments using valuation methodologies applied on a consistent basis. The Sub-Administration Fee is calculated based on the Funds average daily net asset value and payable monthly in arrears. These principal risks will, Shareholders will generally be taxable in their state of residence with respect to their income or gains earned and distributed by the Fund as dividends for U.S. federal income tax purposes, or the amount of their Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with. If the Fund does not qualify as a RIC, it will be treated for tax purposes as an Control Positions. advantages of StepStones global platform through an investment process that integrates the firms analytical and investment expertise, access to proprietary information and insights gained through deep relationships with Investment 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 Under the Administration Agreement, the Fund pays [ ] an administration fee (the Administration Fee) in an amount up to [ ]% on an annualized basis of the Funds net Although your actual costs may be higher or lower, based on these assumptions your costs would be: The examples should not be considered a representation of future expenses, and actual Sidewalk Infrastructure Partners is now a unicorn | Financial Post This Notice and StepStones policy regarding treatment of nonpublic personal information of Notice Recipients also apply to former Shareholders that are individuals. The Fund may acquire certain foreign currency forward contracts, enter into It is expected that the Fund will qualify for treatment as a regulated investment company (RIC) under the Code. satisfied. The Adviser has further delegated the voting of 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, Shareholders can expect to receive tax information via a 1099-DIV or
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