stepstone infrastructure

appropriate for the Fund and such other investment vehicles. committee, which composes of senior investment professionals responsible for making final investment approvals and ensuring that there is consistency across investment decisions and client portfolios, will conduct a detailed review of each opt-out, StepStone will be permitted to disclose personal information to its affiliates to the extent necessary or appropriate for such affiliates to perform services for the benefit of the Notice Recipient. generally, have less predictable operating results, may from time to time be parties to litigation, may be Prior to joining StepStone, McVitty had been a senior adviser at NZ Super Fund since February 2021. likely that the Fund may offer to repurchase only the minimum of 5% of its outstanding Shares. such commission is reasonable in relation to the services provided. The Dodd-Frank Act contains changes to the existing regulatory structure in 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 The Fund has an exemption from the definition of the term commodity pool 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. In any reorganization or liquidation proceeding relating directly or indirectly in the Fund or an Investment Fund. investments. The Shareholder Notification will contain information Shareholders should decisions. Loans that are under- collateralized involve a greater risk of loss. Shares and ClassS Shares at the annual rate of [ ] of the aggregate NAV of ClassT Shares and ClassS Shares, determined and accrued as of the last day of each calendar month (before any repurchases of Shares). Part A: Not applicable, as Registrant has not yet commenced operations. service providers, make regular reports regarding the Funds activities and related risks to the Board of Trustees and the committees, as appropriate. The Boards leadership structure features a Chairperson and the Evaluation of the proposed investment strategy for appropriateness to the investment environment. Managers, industry relationships and portfolio companies. derivatives for all purposes under the rule), but if the Fund is subject to the VaR testing, reverse repurchase agreements and similar financing transactions will be included for purposes of such testing. 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 The Fund has no interest in these activities. the foregoing, any capital loss realized by a Shareholder will be disallowed to the extent the Shares repurchased or transferred by the Fund are replaced (including through reinvestment of dividends) either with Shares or substantially identical Special tax risks are associated with an investment in previously served on the board of the Childrens Home Society of North Carolina. relevant information reasonably available at the time the Fund values its portfolio. In the case of a Foreign Shareholder, the Fund may be required to withhold U.S. federal income tax from 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, Portfolio companies may operate in highly competitive markets that investors in a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on NAV. debt. Lack of Financial gain net income, determined under prescribed rulesfor this purpose (which is generally determined on the basis of the one-year period ending on Infrastructure assets tax purposes. For example, Although such valuations are provided on a quarterly basis, the Fund will provide valuations, and will issue Shares, on a daily basis. By investing in the Investment Funds through the Fund, a Shareholder in the Fund will bear a portion of the Management Fee and other expenses of the Fund. ClassI Shares may be purchased through an RIA that has entered to the full Board. highways, bridges, ports, airports, water, power, energy and telecommunications. If the exemption no longer applies, to the extent the Fund is not otherwise eligible to claim an exclusion from regulation by the CFTC, the Fund will operate subject to CFTC regulation. certain foreign currency futures contracts, acquire put and call options on foreign currencies, or acquire or enter into similar foreign currency-related financial instruments. fixed income securities, lending portfolio securities or entering into repurchase agreements; or. servicing fees of [ ], and ClassD Shares have annual shareholder servicing fees of [ ]. This discussion offers only a brief outline of the U.S. federal income tax consequences of investing in the Fund and is based upon present provisions of the Internal Revenue Code of 1986, as amended 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. information or representations. management of the Funds activities. However, the SEC exemptive 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 The Funds private debt investments may be rated below investment grade by rating agencies or would be rated below investment grade if they were rated. circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage. is deemed to have distributed) each taxable year to Shareholders dividends for U.S. federal income tax purposes of an amount at least equal to the sum of 90% of its investment company taxable income (which includes, among other items, dividends, Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. The Fund may directly or indirectly invest in assets with demand, usage and throughput risk. Consequently, committees: the Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Committee. The above discussions of the various risks associated with the Fund and the Shares are concentrates (i.e., invests more than 25% of its assets) its investments in the infrastructure group of industries, the Fund may be subject to greater risks and market fluctuations than a fund whose portfolio has exposure to a broader range Additional information about the Fund, including a statement of additional information (SAI) dated [ ], has been filed The Funds portfolio manager has discretion to lower the allocation as appropriate for portfolio construction purposes. Fund has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. Capital gain dividends and any amounts retained by the Fund which are properly reported by the Fund as undistributed capital gains will not be subject to U.S. tax question and/or other factors. investments on favorable terms; and (vii)other unanticipated events which adversely affect operations. private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever Ultimately, an inability to receive Office properties are affected by the overall health of the economy, and other factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness. Applied effectively, active asset management can help boost user volumes and revenues, cut costs and more Investment Managers in which the Fund invests, or with other entities that are affiliated with the Advisers or such Investment Managers. The Funds investment strategy contains three principal elements designed to achieve the objectives network. capital calls, and potential liquidity in the form of a share repurchase program. This Notice and StepStones policy regarding treatment of nonpublic personal information of Notice Recipients also apply to former Moreover, StepStones RI policy is approved by the (RI Committee) under delegated authority from the Board of StepStone. Emerging Markets. Open-Ended Funds typically refer to investments in evergreen or long duration structures, where the interest of one or Additionally, a RIC that fails the asset diversification test as of the end of a quarter of a taxable year or dealer but seek to obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, operations facilities of the firm, year are taxable to such Shareholders, and deductible by the Fund, as if paid on December31 of the calendar year declared. of the Fund and will be responsible for the day-to-day management of the Funds assets and activities, including structuring, governance, distribution, reporting The minimum initial and additional investments may be reduced at the Advisers discretion. For instance, the lease or concession may enable the government to terminate 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, including distributions (if any) derived from the Funds net capital gain Independent Trustees by vote cast in person at a meeting called for the purpose of voting on such approval. The CFTC, along with the SEC and other U.S. federal regulators, has been tasked with developing the products and services, including renewable sources like solar and wind. The Chairperson of the Audit Committee is also paid an additional Seeking to establish credit lines to provide backup liquidity to be in the position to satisfy liquidity If the Fund determines not to repurchase more than the Provided, however, that no statement made in a registration statement or prospectus that is Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated Shares may be purchased daily at the then current NAV be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold the Shares; or. a NAV lower than the adjusted amount. gross negligence, or reckless disregard of the responsibilities, obligations or duties thereunder, neither the Administrator nor its shareholders, officers, directors, employees, agents or control persons shall be liable for any act or omission in The company provides customized investment solutions and advisory and data services. MayI reinvest my cash distributions in additional Shares? investment opportunity than supply. make investments that are riskier or more speculative than those that might have been made in the absence of the performance fee, carried interest, or incentive allocation. In StepStone Infrastructure and Real Assets ("SIRA") was formed in 2014 and is the infrastructure and real assets business group of StepStone Group, which focuses on private markets investments. In connection with any given repurchase offer, it is The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. Additionally, a RIC that fails the asset diversification test as of the end of a quarter of a taxable year These rights will be exercisable, subject to limitations as provided for in EEA data protection legislation. While the Advisers generally seek reasonably Shares will ordinarily be exempt from U.S. tax unless, in the case of a Foreign Shareholder that is a nonresident alien individual, the gain is U.S. source income and such Foreign Shareholder is physically present in the United States for more than and it can fluctuate as a result of increased competition or changing interest rates. Fund may have to sell some of its investments at times and/or at prices that the Advisers would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities. If a Shareholder recognizes a loss with respect to Shares in excess of certain prescribed thresholds (generally, $2,500,000 or Further, investment opportunities may arise where there is more demand from the Fund and other StepStone clients for a particular companies mature and are sold. teams and the assigned deal team. traded securities in which a financial intermediary is an investor or makes a market. to otherwise provide the Fund with liquidity i.e., the Fund may utilize leverage. The Funds investment policies and The Funds investment activities involve the risks associated with private market investments generally. management process. 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 With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in in Central Florida. The Fund may repurchase Shares held by a Funds assets may also utilize leverage in their investment activities. In general, the use of leverage may increase the volatility of an investment in the Fund. Following is a brief summary of the information that led to and/or supports this conclusion. 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 the Fund to sell and another unproven and whose capital structures are highly leveraged. In the event that cleared funds and/or a properly completed investor application are not received from a prospective investor prior to the cut-off times pertaining to a particular offering, the Law and regulation establish both general guidelines and specific duties for the Independent Trustees. such taxes. This also directly pay expenses on behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. For queries, requests or comments in respect of this Notice, or the way in which StepStone uses based upon the Funds daily NAV per Share. U.S. taxation of a Shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, or To the extent a debt investment is collateralized by the The Fund was organized as a Delaware statutory trust on [ ]. in such investments as provided by the relevant Investment Manager as of or prior to the relevant Determination Date; provided that such values will be adjusted for any other relevant information available at the time the Fund values its portfolio, changed without Shareholder approval. indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by the Advisers, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by the assumptions and involves a significant degree of judgment, taking into consideration a combination of internal and external factors, including the appropriate risk adjustments for nonperformance and liquidity risks. financing, changes in interest rates, real estate tax rates and other operating expenses, environmental laws and regulations, governmental regulation of and risks associated with the use of fertilizers, pesticides, herbicides and other chemicals exchange or other taxable disposition of Shares), but will be reduced by any deductions properly allocable to such income or net gain. individual, trust or estate. In consideration of the sub-administrative services and sub-accounting services provided by information on the historical track record and all underlying assets. determining whether the Fund satisfies the 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 The effects of any regulatory changes or developments on the Fund may affect the manner in which it is managed and may be substantial and adverse. The Fund will update this Prospectus to account for any material changes in the risks involved with an investment in the Fund. interest reinvestment plans, check the following box , If any securities being registered on this Form will be offered on a delayed In addition, deterioration in a portfolio companys financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the These new requirements may increase environmental pollution such as air, surface water, wastewater, and noise pollution, or otherwise to incur significant capital or operating expenditures to comply with environmental, health, and safety requirements. agreements enables operators to put in place long-term strategies that seek to maximize asset values. A terrorist attack on an infrastructure asset may observations, insights, and forecasts by the Advisers. As such, the Fund may be restricted in its ability to make QEF elections with respect to the Funds holdings in Investment Funds and other issuers that could be treated as PFICs or implement certain restrictions with the respect to Alternatives, a private markets industry group, and during his term as Chairman, led several of its strategic initiatives. infrastructure asset may be forced to increase preventative security measures or expand its insurance coverage, adversely affecting the profitability of investment in that asset. The Chairperson of the Audit Committee of the Fund is [ ]. such, certain conflicts of interest may exist between such persons and a financial intermediary. 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 StepStones informational advantage. If the QEF incurs losses for a taxable year, these losses will not pass 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, them for exit. consultation with Sub-Advisers Chief Compliance Officer will determine how the Sub-Adviser should vote the proxy in accordance with applicable voting guidelines, Each such item will have The Advisers believe that, as a result of these relationships, the Fund should have access to a large number of Infrastructure Assets from which to ClassI Shares are not subject to any distribution and/or shareholder servicing fee. securities or other property 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 The dividend reinvestment plan is discussed later in the document. as applicable. StepStone Infrastructure Co-Investment Partners 2022 Europe, SCSp capital gain net income, determined under prescribed rulesfor this purpose (which is generally determined on the basis of the one-year period ending on October31stof such calendar year, and for more than 182 days during the taxable year and meets certain other requirements. In addition, the act of taking a control position, or seeking to take such a The Sub-Adviser will be responsible for the day-to-day management of the If the Fund or portfolio companies fail to comply with these regulations or contractual obligations, they could be The Fund will not deduct any fees or expenses if the Fund returns funds from the escrow account. investments to make distributions to their shareholders depends upon the ability of the tenants at the properties to generate enough income in excess of their tenant operating expenses to make their lease payments. tend to be more illiquid, and highly speculative. Electric vehicles (EVs) are poised to play a leading role in on-road transportation in the coming decades which will require dramatic transformation of auto-manufacturing facilities and Mr.Sittema is Director of the Florida Council of 100 and has received numerous economic development and civic awards, including Central Florida Social Entrepreneur of the Year. The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The Adviser and its affiliates may receive payments from Investment Managers in portion of the funds lifecycle as investment-related expenses and fees accrue prior to the realization of investment gains from portfolio investments, with the trend typically reversing in the later portion of the funds lifecycle as margin requirements for OTC derivative transactions that do not take place through clearinghouses. The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term beginning on the initial closing date for subscriptions for Shares and ending on the one-year anniversary thereof, referred to as the Limitation Period. The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the To accommodate this increase in the global population, investment in new and existing infrastructure is vital. 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. Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus. lose its status as a RIC under the Code. laws. Accordingly, the Fund may be required to recognize items of taxable income and gain prior to the time that any corresponding cash distributions are made to or contains certain conditions that limit or restrict the Funds ability to participate in such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Fund. For the purposes of the Fund strategy, Open-Ended Funds are considered Secondary Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will look through to the assets held by such will make quarterly repurchase offers pursuant to Rule 23c- 3 of the 1940 Act, as such rule may be amended from time to time, for between 5% and 25% of the Shares outstanding at NAV, unless. dividends daily and pay such dividends on a monthly or more frequent basis. Shareholders, the Advisers may from time to time determine to sell certain of the Funds assets. currently expect that the Funds asset allocation will tilt more heavily toward Secondary Investments and Co-Investments. A PFIC is generally defined as a Infrastructure Assets may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. the Advisers are primarily responsible for the execution of any traded securities in the Funds portfolio and the Funds allocation of brokerage commissions. SIRA uses a range of resources to identify and source promising Infrastructure Assets. To prevent imposition of the excise tax, the Fund generally must be considered to have distributed dividends for U.S. The Sub-Adviser has adopted the following procedures to implement StepStones firm policy in regard to the Fund. A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment restrictions do not apply to the activities and transactions of Private Market Assets in which assets of the Fund are invested. financial obligations held by the Fund or on its overall financial condition or results of operations. Sub-Advisers Chief Compliance Officer, as applicable. The presence of hazardous materials on a property could also result in personal injury or property damage or similar claims by loss did not exceed its share of prior increases in income derived from such PFIC shares. tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. established private market funds that are early in their lifecycle and have typically not yet begun investing. In all events, however, such tax will not be less than $50,000. 12 World Economic Forum: Cities and Urbanization, 4/26/2022. convert the private market advantages enjoyed by institutional investors into opportunities for individual investors. Private Market Assets to hundreds of advisory firms, including the largest players in several verticals. ongoing income. treatment under federal income tax laws, such as U.S. financial institutions, insurance companies, broker-dealers, traders in securities that have made an election for U.S. federal income tax purposes to mark-to-market their securities holdings, tax-exempt organizations, partnerships, Shareholders who are not United States Persons (as defined in the Code),

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