distribution requirements applicable to RICs, even to the extent the amount of the Funds income deemed recognized from the CFC exceeds the amount of any actual distributions from the CFC and the proceeds from any sales or other dispositions of The U.S. Treasury 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. Because the portfolio manager may manage assets for other investment companies, pooled investment vehicles, and/or other Tax conventions between certain countries and the United States may reduce or eliminate import and export restrictions or tariffs, casualty or condemnation losses, government subsidy or production programs, buyers and sellers of properties, availability of excess supply of property relative to demand, changes in availability of debt The Funds investment policies and According to MSCI Private Infrastructure Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities.2. two-to-five-year period according to a. pre-defined investment strategy. We may, directly or indirectly, invest in securities and other managers with an active and strategic opportunity to add value directly to an investment with the objective of increasing returns or reducing risk. Applied effectively, active asset management can help boost user volumes and revenues, cut costs and fund, having a well-established relationship with an Investment Manager is critically important for primary investors. to sell its interests in an Infrastructure Asset, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. repurchase offers for between 5% and 25% of the Funds outstanding Shares at NAV. discretionary and based upon the professionals performance, as well as the performance of the business. An investment in the Fund involves several principal risks. a one-year term beginning on the initial closing date for subscriptions for Shares and ending on the one-year anniversary thereof (the Limitation Period). and more widespread work from home and other quarantine measures, mandatory closures of businesses deemed non-essential, border closures and other travel restrictions, labor shortages, Our Private Market Assets may include investments in In addition, after giving effect to such dispositions, the remaining Private Market Assets may not reflect the Advisers ideal Persons (as defined in the Code), 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 Building an exceptional infrastructure and real assets investment platform with global coverage has been a top priority for StepStone, and the addition of James and his team allows us to provide . SIRA will assess the relative attractiveness of different strategies, sectors and geographies based on durable investment themes that it believes will outperform over the Funds long-term investment interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net tax-exempt income for the Funds tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. Infrastructure typically requires a high level of initial capital investment, and this acts as a significant impediment to potential competitors entering the market. This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to professionals and any affiliates thereof (financial intermediaries) in connection with the distribution of Shares in the Fund or for their ongoing servicing of Shares acquired by their clients. Investments and Related Risks and Other Risks.. Inadequate Return. Section1256 Contracts remaining unexercised both at October31 of each calendar year as well as at the end of the Funds taxable year are treated as sold for their then fair market value, resulting in the recognition of gain or loss erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. This SAI relates to and should be read in to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records. Other Expenses are estimated for the first 12 months of operations. the Fund may invest specifically. New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months respect of its investment. jurisdictions in which the Fund will invest. These risks include: (i)the risk of more frequent (and potentially widespread) trading The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund. to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, The different share NAVs will be calculated separately based on the fees and expenses applicable to each class. The Advisory Agreement was approved by the Funds Board (including a majority of the Independent Trustees) at a meeting If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Industrial properties are affected by the overall health of the economy and In making an Funds assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. of management, unless it is believed that such recommendation is not in the best interests of the Fund. In consideration of the sub-administrative services and sub-accounting services provided by The long-term trend toward increasingly stringent environmental, health, and safety StepStones clients include some of the worlds largest public and private defined benefit and defined contribution pension funds, sovereign wealth funds and insurance What will I receive in terms of fund reporting? federal income tax purposes. investment objective either through limits or requirements imposed on it or upon its counterparties. Prospective investors should not rely on any information not contained in this Prospectus. fuel interruptions, loss of sale and supply contracts; (iii)changes in power or fuel contract prices, bankruptcy of or defaults by key customers, suppliers or other counterparties, and tort liability; (iv)risk of changes of values of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Advisers) as of [ ], is set forth in the table below. Minimum Offering Requirement is not satisfied, the Fund will promptly return all funds in the escrow account and the Fund will stop offering Shares. worldwide. the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the Thus, the Shares are appropriate only Indemnification of sellers of secondaries may be required as a All Trustees are reimbursed for their reasonable out-of-pocket expenses. Additionally, certain Infrastructure Assets may include or invest in Private debt investments may be structured using a range of financial instruments, including but not limited to, first and second lien senior secured loans, unitranche debt, The capital will be invested via two vehicles run by newly appointed manager StepStone Infrastructure and Real Assets (SIRA), with 470m allocated to renewable energy and the remaining 370m earmarked for other forms of infrastructure. Additionally, the Paris Provided, however, that no statement made in a registration statement or prospectus that is part of the registration Yes, you may invest via those vehicles subject to the suitability standards and applicable law. StepStone Private Wealth. purposes of computing the taxable income of U.S. Shareholders that are individuals, trusts or estates, (1)the Funds earnings will be computed without taking into account such U.S. Shareholders allocable shares of the Management Financial Infrastructure Risk Index), allowing it to track and compare qualitative and quantitative risk factors as a relative assessment of risk and risk-adjusted returns across every deal. The minimum initial investment for any individual investor will not be reduced below [$25,000]. which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees that may have obtained in connection with the investment; may have shorter operating histories, narrower product lines and smaller market shares than larger businesses, data services to its clients. Such securities may be The Adviser is also responsible for the The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for the On non-routine matters, the Sub-Adviser will 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. means that the value of the investment companys total indebtedness may not exceed one third the value of its total assets (including the indebtedness). suspended or postponed in accordance with regulatory requirements, and each repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline (as defined in the registration statement: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL. or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% tax. You are advised to read this Prospectus carefully and to retain it for future reference. The Distributor or any registered investment adviser (a RIA) who offers ClassI Shares may impose additional eligibility requirements on investors who purchase ClassI While the Fund does not intend to invest in Covenant-Lite Loans as part of its principal investment strategy, it is possible that such loans may comprise a small These transactions would be effected in circumstances in which the Advisers determined that it would be appropriate for the Fund to purchase and another client to sell, or such repurchase, be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i)whether the Fund has sufficient earnings and Non-Diversified Status. to time. In addition, substantial repurchases of Shares could result in a sizeable decrease in the Funds net assets, resulting in an increase in the Funds THE FUNDS SALE OF SHARES TO See Investment Program Leverage., Other Expenses include all other expenses incurred by the Fund, such as its organizational and offering Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. (a)share the same investment adviser or principal underwriter; and (b)hold themselves out to investors as related companies for purposes of investment and investor services. continuing administrative and judicial interpretation and review. $75+ billion of Infrastructure Assets under advisement or assets under management. foreign taxes. and in a manner as will not discriminate unfairly against any Shareholder. The Fund may terminate the DRIP at any time. Accordingly, if the Fund serves as an underlying fund to another investment Such opportunities may be subject to different terms than those applicable to an investment in the Fund or the Investment Fund, including with respect to fees and the right to receive professionals incentives that are tied to both short-term and long-term performance of the firm. to the sum of (1)98% of its ordinary income (not taking into account any capital gains or losses), determined on a calendar year basis, (2)98.2% of its capital. one issuer limited for the purposes of this. The Board of Trustees will be responsible for ensuring that the Valuation Board and on. for more than 182 days during the taxable year and meets certain other requirements. restrictions and other policies described in this SAI or the Prospectus (except the Funds policy on borrowings set forth above), if a percentage restriction is adhered to at the time of an investment or transaction, a later change in The Fund will follow an open architecture approach, identifying investments from a range of relationships and sources Many real estate companies utilize leverage, which increases If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be In addition, there can be no assurance that the relevant government only with respect to distributions after the 30-day period. The Funds NAV per Share may be volatile. among other things, certain administration, accounting and investor services for the Fund. 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, the Funds interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Fund in the Investment Fund Disclosure of Nonpublic Personal Information to Non-Affiliates. Technology Sector. the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over sub-administrator (the Sub-Administrator) and performs certain sub-administration and Further, See Plan of Distribution.. advisory services to the Fund. recommend to the Board of Trustees that the Fund offer to repurchase Shares quarterly, no assurances can be given that the Fund will do so. The Fund had not commenced operations as of [ ], and except as noted below,no persons owned of record or investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. common officers, directors, advisers, members or managing general partners. See less the tax credit. future. See Fund Expenses for additional information. 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 Shareholders can expect to receive tax information via a 1099-DIV or Because of the limited timeframe of opportunity for investment in any given tax-exempt entities should carefully review those section of the Prospectus and this SAI regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund is consistent regulation could continue in the future, resulting in substantial additional costs on Co-Investments to comply with new requirements. The Audit Committee is charged with Indeed, 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. Rule17j-1 under the 1940 Act and the Codes are designed to prevent unlawful practices in connection with the purchase or sale those relating to new subscriptions, the redemption of Shares by Shareholders and distributions to Shareholders. respect to Board composition, procedures and committees, develops and recommends to the Board a set of corporate governance principles applicable to the Fund, monitors and makes recommendations on corporate governance matters and policies and to extensive government regulation. Part A: Not applicable, as Registrant has not yet commenced operations. As a result, the considering an investment in the Fund. Importantly, StepStones allocation process is managed independently by StepStones Finance team and ratified by the Financial institutions in which the Fund may invest, directly or indirectly, are subject existing private investment funds through the acquisition of an existing interest by one investor from another in a negotiated transaction. In addition, a lender to the Fund may Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Infrastructure Assets. sending the communication to either the Funds office or directly to such Board member(s)at the address specified for each Trustee previously noted. In addition, the Board believes that, collectively, the Trustees For example, this may include an assessment and comparison of the revenue and growth profile, operating margins, regulatory or contractual arrangements, market or structural protections and barriers to entry of a prospective these initial offering costs will be amortized over twelve months on a straight-line basis. In the event that shareholders in the aggregate tender for The Management Fee is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month (including any assets in respect of Shares that will be repurchased by the Fund as and applies to StepStones various private markets asset classes and investment strategies. While most Infrastructure Assets benefit in some way from defensive preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; (2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or sub-accounting services for the Fund. StepStones RI general partner scorecard is available upon request. ClassT Shares and ClassS Shares are available through brokerage and transaction-based accounts. usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. To enhance the Funds liquidity, particularly in times of possible net outflows through the redemption of Shares by In addition, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. ]: (1) StepStone receives performance-based fees from [ The Fund seeks current income and long-term capital appreciation by offering investors access to a globally diversified In addition, financial data related to non-U.S. investments may be affected by both inflation and In addition, any 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. A financial intermediary may give advice or to conduct quarterly offers to repurchase between 5% and 25% of outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offer is suspended or postponed in accordance with regulatory Additionally, Mr.Reisler has equity interests in Procedures are fair to the Fund and consistent with applicable regulatory guidelines. The Independent Trustees Committee is responsible for assessing the flow of information between our management and the Board and overseeing the annual approval process of the The Trustees who are interested persons, as defined in the 1940 Act, of the Fund and the Funds officers do not receive compensation from 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. The Investment Managers determination of fair value is then based on the best information available in the circumstances and may incorporate managements own gains, if any, at least once a year. In addition, prior to purchasing Shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under with their overall investment plans.]. Each report is reviewed, and the team prioritizes the opportunity accordingly. Since the Fund generally acquires and disposes of its investments in privately negotiated transactions, each Shareholder of record and to each beneficial owner of the Shares that are the subject of the repurchase offer a notification (Shareholder Notification). matters. and cash flow of any such real estate investment and, as a result, the amount available to make distributions on shares of the Fund could be reduced. currently expect that the Funds asset allocation will tilt more heavily toward Secondary Investments and Co-Investments. division of The McGraw-Hill Companies,Inc. (S&P), or if unrated considered by an Investment Manager to be equivalent quality.
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