position as the sole or predominant providers of services that are often essential to the community. such commission is reasonable in relation to the services provided. With respect to any required minimum distributions from an IRA The information required to be reported includes the identity and taxpayer identification number of each account holder and transaction activity within the holders account. Infrastructure assets can be broadly described as economic and social necessities that deliver StepStone will not share any other nonpublic personal information about a Notice Recipient with its affiliates or nonaffiliated third parties. projections, exit returns and valuations. There are specific references to climate, modern slavery, and diversity through the scoring process. In addition, if the Fund is not treated as a publicly offered regulated investment company, the Fund will be subject to limitations on the deductibility of certain business address is [ ]. loss did not exceed its share of prior increases in income derived from such PFIC shares. 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 Nature of Portfolio Companies. With respect to any portion of the Funds assets that are invested in one or more Investment Advisory, Sub-Advisory and Distribution Agreements. eligible for the dividends-received deduction or treatment as qualified dividend income. However, if the Shareholder received any long-term capital gain distributions in respect of the repurchased Shares (including, for this purpose, expand access to the private markets for high net worth investors. All distribution policies will abide by standards required to qualify the Fund as a regulated investment company resulting from the exercise of the proxy. Stepstone K Infrastructure Opportunities Fund Profile: Returns provide the Fund with temporary liquidity to acquire investments in Infrastructure Assets in advance of the Funds receipt of proceeds from the realization of other Infrastructure Assets or additional sales of Shares). enhances the teams ability to identify merits and potential risks associated with specific sectors, sub-sectors and regional dynamics. The Funds investment activities involve the risks associated with private market investments generally. As a result, the relative lack of liquidity and of independent auditors. Any terrorist attacks that occur at or near infrastructure facilities would likely cause significant harm An Investment Managers information could also be inaccurate due to fraudulent activity, mis-valuation or inadvertent error. These sanctions could also impair the Funds ability to meet its investment objective. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. By January31 of the following year, Shareholders will be provided a Form1099, containing information regarding the With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in business and financial risk that can result in substantial losses. The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, The Fund may be subject to U.S. federal income tax, at ordinary income rates, on a portion of any excess distribution or For a more complete description of the various fees and expenses of the Fund, see Fund Expenses, Management Fee and Purchases of Shares., The Fund is registered under the 1940 Act as a non-diversified, closed-end management investment company. However, in such case, a Shareholders may not transfer their investment from the Fund to any other registered investment company. 1099-B by the end of January. generally affords the Fund a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the such sanctions. Funds SIRA Team ability to be subject to tax as a RIC to the extent the CFC or the PFIC makes distributions of that income to the Fund or the included income is derived with respect to the Funds business of investing in stocks and usage-related fee rates, or to forego planned tolls or other usage-related fee rate increases. In select cases, the Fund may allocate a portion of its investments to other private market A financial intermediary may provide financing, investment banking services or with the new rule regarding the use of securities lending collateral that may limit the Funds securities lending activities. As a result of the various payments that financial intermediaries may receive from investors and the Adviser, the amount of This RI due diligence is integrated into StepStones investment due diligence process and sits alongside StepStones comprehensive operational due diligence process. Growth, May 2022. volatility. investment in an operating partnership, may not satisfy the gross income test. 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. To provide Shareholders with limited liquidity, the Fund is structured as an interval fund and intends to conduct quarterly offers to repurchase between 5% and 25% of its outstanding Shares at with a focus on North America and Europe. for the purpose of determining the Funds NAV on a Determination Date. Many real estate companies utilize leverage, which increases A fundamental premise of the. terminate or refuse to renew any credit facility into which the Fund has entered. The Fund expects that most of its Primary Investments will be seasoned primary investments (Seasoned Primaries) which are Shareholders should consult their tax advisors regarding their cost basis reporting options and to the Fund, the timing of investment or the overall NAV of the Fund, or a fee determined in some other method by negotiation between the Adviser and such financial intermediaries. StepStone employs an allocation policy designed to ensure that all of its clients will be treated fairly and equitably The minimum initial investments for ClassI Shares is $[1,000,000]. In addition, the Adviser is responsible for the operational and governance aspects of the Fund, including the selection and management of the Funds service providers and the management of the Funds repurchase offers and distributions and Such scrutiny may increase the Funds and/or the Advisers legal, compliance, administrative and other Millennials also plan to monitor their consumption more closely and hope to adopt new energy The tax basis in the Shares repurchased or transferred by the Fund, to the extent remaining after any dividend and return of institutions, and others. the United States and is intended to establish rigorous oversight standards to protect the U.S. economy and American consumers, investors and businesses. 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 Since the Fund generally acquires and disposes of its investments in privately negotiated transactions, With regard to secondary purchases of Investment Funds, StepStone typically manages the allocation of the transactions across its clients. The Sub-Adviser provides the Fund with non-discretionary investment advisory services A terrorist attack on an infrastructure asset may There is no assurance that third parties will engage in such secondary transactions, and the Fund may require and be unable to obtain the consents to transfer that may be required from Investment Managers, the issuers of relevant information reasonably available at the time the Fund values its portfolio. its duties or reckless disregard of its obligations and duties under the Advisory Agreement, the Adviser is not liable for any loss the Fund sustains for any investment, adoption of any investment policy, or the purchase, sale or retention of any Some force majeure events may adversely affect the ability of a party (including an issuer or a These investments, like StepStones teams evaluate each fund manager and/or The Board recognizes that it is not possible to identify all of the risks that may affect the Fund, and that it is not Tax Aspects Distributions.. information to nonaffiliated third parties (including service providers to StepStone), but only to the extent necessary or appropriate for such third parties to perform services for the benefit of the Notice Recipient and only if StepStone believes This may include portfolio companies in the early phases of development, which can be highly risky due to the lack of a significant operating history, fully developed product lines, experienced management, or a proven Accordingly, if the Fund serves as an underlying fund to another investment For so long as [StepStone] has a greater than 25% interest in the Fund, it may be deemed to be a tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. By The U.S. Department of with the result that each Shareholder will (i)be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii)receive a refundable tax credit for his or her pro rata The risks of hotel, motel and similar hospitality properties include, among providing for an alternative rate setting methodology, not all instruments in which the Fund. and (ii)the recouped amount does not raise the level of ordinary operating expenses in respect of a Classof Shares in the month of recoupment to a level that exceeds any Expense Cap applicable at that time. The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund. The securities of many of the companies in which we following proxy records in accordance with the SECs five-year retention requirement. initial investment is $[25,000] for ClassT Shares, ClassS Shares, and ClassD Shares. Reverse Repurchase Agreements. 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. investment objectives, will satisfy the Advisers pricing and due diligence considerations or will be selected for the Fund. While maintaining a generally balanced portfolio across these exposures is a focus of the Funds investment strategy, SIRA will also be continuously assessing the relative attractiveness of the risk / Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated company managed by Oak Hill Advisors, a leading global credit investment firm. Due to their higher risk profile and distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund Mezzanine investments may be issued with or without registration rights. 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 following table shows information regarding accounts (other than the Fund) managed by the named portfolio manager as of [ StepStone Group Inc. is the sole managing member of StepStone Group Holdings LLC, which in turn is the general partner of StepStone. at the rate of 30% (or lower treaty rate), unless the Foreign Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. Co-Investments. The Dodd-Frank Act significantly alters the regulation of commodity interests and comprehensively regulates the OTC Recipient to provide services to such Notice Recipient have access to such information. select. 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. Additionally, he sat on the firms management committee where he led the firms initiatives in building relationships, as well as creating its RIA team and growing market share in the RIA space. To facilitate this process, StepStone utilizes the SPI platform, which tracks over 15,000 general partners across 41,000 Investment Funds garnered from the over 3,500 annual With $602 billion of total capital responsibility, including $134 billion in assets under management, we cover the spectrum of opportunities in private markets across the globe. The Boards leadership structure features a Chairperson and the Applicable Treasury regulations allow RICs to pass one issuer limited for the purposes of this. Fund invests may be subject to the following additional risks: Communication infrastructure companies are subject to risks involving changes in government regulation, The Fund intends to rely heavily on purchases of Secondary Investments where all or a substantial portion of the capital has On a case-by-case basis, the Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or Except as required by applicable law and described in this privacy notice, The Fund will invest a portion of its assets in Investment Funds, some of which may be classified as partnerships for U.S. Suburbs, medium-sized cities and even small towns are Adviser and such financial intermediaries. The Adviser and Administrator will be reimbursed by the Fund for any of the above expenses that it pays on behalf of the Fund, requirements of the company or asset. U.S. federally tax-exempt investors generally will not recognize unrelated business taxable income with respect to an investment in Shares as long as they do not borrow to make such investment. The minimum initial and additional investments may be reduced at the Advisers discretion. time retain experts in the proxy voting and corporate governance area as proxy research providers (Research Providers). in the securities of any one issuer. The The general partner then makes private market investments on behalf of the fund, typically over a 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 data created, captured, copied and consumed globally is expected to double in size by 2026.7 Modern data centers are rapidly evolving from centralized, Additionally, the Paris Asset Allocation. 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. of an investment adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of asset diversification requirements, the Fund may seek to take certain actions to avert such a failure. Sales loads may be assessed at the time of purchase, on ClassT Shares, up to a maximum of [3.00%] of the investment amount, on ClassS Shares, up to a StepStones RI Policy is available upon request. The Shareholder Notification will contain information Shareholders should As a large global player, we are strategically placed to provide our infrastructure and real asset clients with the full spectrum of support, including primary and secondary fund advice,. It is intended that the Fund will invest a portion of its assets in Investment Funds, some of which may be classified as the Fund. reduction in the Shareholders proportionate interest in the Fund or results in a complete redemption of the Shareholders Shares, in each case applying certain constructive ownership rulesin the Code. (iii)differences between the U.S. and non-U.S. securities markets, including higher rates of inflation, higher transaction costs and potential price volatility in, and relative illiquidity of, some non-U.S. securities markets; (iv)the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less governmental supervision and regulation in some Reporting Related to Non-U.S. Investments; Adverse Non-U.S. Taxes. preceding this bi-weekly to review, prioritize and analyze investment opportunities. 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. dividends that you receive from that Share. across all asset classes and strategies at StepStone. According to MSCI Private Infrastructure Accordingly, individual (and certain other non-corporate) Shareholders of the Fund that have received such taxable ordinary REIT dividends may be In no case will the Fund make full payment of all consideration offered in the repurchase offer later than sixty-five (65)days after the last day that Shares may be $100,001$500,000, $500,001$1,000,000 or Over $1,000,000. If the Fund determines not to repurchase more than the For the purpose of determining whether the Fund satisfies the gross income test, the character of the Funds distributive Dollar ranges are as follows: None, $1$10,000, $10,001$50,000, of the gross income test or hold assets that could cause the Fund not to satisfy the RIC asset diversification test. No other person is directly or indirectly controlled by or under common control with the Registrant, except that the StepStone Infrastructure & Real Assets StepStone Infrastructure & Real Assets provides tailored solutions to meet the needs of institutional investors at any stage of their investment program $ 75B TCR as of 12/31/2022 11 partners 55 investment professionals Experienced Team opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. Additionally, certain Infrastructure Assets may include or invest in In addition, financial data related to non-U.S. investments may be affected by both inflation and Portfolio allocations are achieved through using a combination of Secondary Investments, Co-Investments and Primary Investments. prohibits (and the Code penalizes) the use of ERISA Plan assets for the benefit of a party in interest, and also prohibits (or penalizes) an ERISA Plan fiduciary from using its position to cause such ERISA Plan to make an investment from which it or StepStone generally may share all of a Notice Recipients nonpublic personal information with The Adviser will pay 50% of the Management Fee proceeds to the Sub-Adviser on a monthly basis. Investment Managers of an Investment Fund may receive a performance fee, carried generally. The minimum Investors should contact their broker or other financial professional for more information about the costs associated with opening such an account. Josie McVitty has joined StepStone's infrastructure and real assets arm after a two-year stint at New Zealand's sovereign wealth fund. markets. schedule. Investors may purchase Shares of the Fund daily As a result, the Investors.. Private equity investments may be structured using a range of financial instruments, including common and preferred equity, subordinated debt and warrants, or other instruments, depending opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. Office Properties. StepStone collects nonpublic personal information about Notice Recipients from the following sources: (i)information it The cost basis method applicable to a particular Share repurchase may not be changed after the valuation date established by the of the Fund and will be responsible for the day-to-day management of the Funds assets and activities, including structuring, governance, distribution, reporting Real estate is subject to Matthew Moreno - Vice President, Infrastructure - StepStone Group 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. conjunction with the prospectus (Prospectus) of StepStone Private Infrastructure Fund (the Fund) dated [ ]. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization A publicly offered regulated investment company is a the Treasury (the Treasury) and the IRS have the authority to issue regulations expanding the application of these rulesto derivatives with respect to debt instruments and/or stock in corporations that are not pass-thru entities.
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