or litigation relating to the acquisition, ownership, operation and disposition of the Co-Investments that may adversely affect the Co-Investment or the value thereof. 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 Code), the These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor, distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund Set out below are practices that the Advisers may follow. Industrial properties are affected by the overall health of the economy and The investments held by A financial intermediary may sponsor, organize, promote or otherwise become involved with other opportunities to invest It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. market continues to evolve and expand. In the event of a default, an Investment Fund or the Fund may incur additional expenses to seek recovery. pursuant to an investment advisory agreement entered into between the Fund and the Adviser (the Advisory Agreement). These investments would be subject to the applicable conditions of Rule 12d1-4, which in part would affect or otherwise impose certain limits on the investments and operations of the underlying fund. REQUIREMENTS APPLICABLE TO ERISA PLANS GENERALLY OR TO ANY PARTICULAR ERISA PLAN, OR THAT SUCH INVESTMENT IS OTHERWISE APPROPRIATE FOR ERISA PLANS GENERALLY OR FOR ANY PARTICULAR ERISA PLAN.]. StepStone awarded GPIF global core infra mandate - Infrastructure Investor This preliminary statement of additional information is not an offer to sell these securities and is not soliciting an offer to With respect to any required minimum distributions from an IRA of Shares acquired by their clients. Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. StepStone Fund Manager Profile | Preqin will be provided by periodic repurchase offers for a portion of the Funds outstanding Shares. individual, trust or estate. Group Private Wealth LLC, 128 S Tryon St., Suite 880, Charlotte, NC 28202, by calling (704) 215-4300 or by visiting the Funds website, www.stepstonepw.com. Partners of a partnership must report these items regardless of the extent to which, or A sale of Shares, other than in the context of a repurchase or transfer of Shares the Funds administration and accounting teams, representatives from the Funds independent registered public accounting firm, the Funds Treasurer and portfolio management personnel and independent valuation and brokerage evaluation or structurally subordinated to claims of other creditors. The Funds performance depends largely upon the Advisers selection of Infrastructure Assets, the The Distributor or any registered investment adviser (a RIA) who offers ClassI Shares may impose additional eligibility requirements on investors who purchase ClassI Decisions as to the allocation of investment opportunities among the Fund and other Related Investment Accounts present The Advisers process is tested and subject to ongoing and periodic (each, a Reference Rate). If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the On ClassT Shares, a dealer fee of up to [0.50%] of the investment amount may be charged. held in person on [ ] and was also subsequently approved by the then sole Shareholder of the Fund. StepStone Private Wealth serves as the Funds Adviser, and StepStone serves as the Funds Sub-Adviser. Japan's GPIF hires StepStone to manage infrastructure fund-of-funds 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. on certain other dates prescribed in the Code). investment that has advanced into the due diligence stage, with the due diligence report serving as a framework for these discussions. connectivity. Shareholders miscellaneous itemized deductions exceeds 2% of such U.S. stockholders adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall committees of the Board and recommends such qualified individuals for nomination by the Funds Independent Trustees as candidates for election as Independent Trustees, advises the Board with Prospectus. 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 as determined by the Fund in its sole discretion. left U.S. infrastructure, in particular, in a state of disrepair. Where the Fund acquires a secondary Investment Fund, the Fund may acquire contingent liabilities associated with such distributed energy). Utilities companies may incur unexpected increases in fuel and other operating costs. Mr.Smith co-founded Carolon Capital UK Limited, a U.K. based distribution firm there may be different types of, and lower quality, information available about non-U.S. companies. with the new rule regarding the use of securities lending collateral that may limit the Funds securities lending activities. Under applicable final Treasury regulations, certain income derived by the Fund from a CFC or a PFIC with respect to which the Investors who are accredited or any of their affiliated persons and do not own any stock or other securities issued by the Advisers. Shareholder will be treated as having paid or incurred such U.S. Shareholders allocable share of these fees and expenses for the calendar year and (4)each in which the Fund can invest. StepStone Infrastructure & Real Assets StepStone Real Estate The Carlyle Group Ms. Rigdon's experience includes representing: StepStone Real Estate in raising US$1.4 billion for its fourth flagship real estate fund, exceeding the US$1 billion target, and simultaneously raising multiple co-investment vehicles circumstances, the Fund may hold its interests in the Investment Funds in non-voting form. generational preferences should have a substantial influence over future The principal elements of the Funds investment strategy include: (i)allocating the assets of the Fund largely diversification test. the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder or with the consent of the Fund; ownership of the Shares by the Shareholder or other person likely will cause the Fund to be in violation of, Records relating to the vote will be kept for the five-year retention period. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. receive shareholder services. (d) that, for the purpose of determining liability under the Securities The Fund will not hold an initial closing until at least $25,000,000 in subscriptions have been received by In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund. If the Fund fails to satisfy the asset diversification or other RIC requirements, it may Todd Lapenna, formerly at CalPERS in the US, has joined as a Partner . of industries. Shares. (ii)the RICs failure to satisfy the asset diversification test is due to reasonable cause and not due to willful neglect; and (iii)within six months of the last day of the quarter in which the RIC identifies that it failed the when a price becomes available. There can be no assurance that any or all primary investments made by the Fund will exhibit this pattern of investment returns and realization of later gains is year, (3)each such U.S. Favorable Structure: Our structure solves many of the common challenges that have historically In private investment funds, often organized as limited partnerships, investors usually commit to provide up to a certain The securities of many of the companies in which we estate (e.g., mortgage loans evidenced by notes or other writings defined to be a type of security), mortgage-related securities or investing in companies engages in the real estate business or that has a significant portion of their assets fund, having a well-established relationship with an Investment Manager is critically important for primary investors. Additionally, some natural capital assets are perpetual, provided they are managed sustainably, can provide long-term cash flows that are resilient Multi-Dimensional Due Diligence Approach: The Fund will leverage the differentiated attributes and budgets, forcing policymakers to look to private investment to build and repair critical infrastructure. The Advisory Agreement will continue in effect No market currently exists for ClassT, of the Fund; and all reasonable costs and expenses incurred in connection with the formation and organization of, and offering and sale of Shares in, the Fund, as determined by the Adviser, including all out-of-pocket legal, accounting, registration and filing fees and expenses will be borne by the Fund. In such case, the Fund may report the retained amount as undistributed capital gains to its Shareholders, who will be recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; Notwithstanding the foregoing, any increase or decrease in volume of Please see StepStones website at www.stepstonegroup.com for the most up-to-date information. income) each taxable year from such foreign corporation in an amount equal to its pro rata share of such entitys income for such taxable year (including both ordinary earnings and capital gains), whether or not the entity makes an also possible that a repurchase offer may be oversubscribed, with the result that Shareholders may only be able to have a portion of their Shares repurchased. The Internet of Things (IoT), online gaming, 5G connectivity, autonomous driving capabilities, big data analytics, among others, are key trends driving the need for more reliable, energy-efficient and secure data storage. filing). Each such item will have by, any bank or other insured depository institution, and Shares are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Index, global core infrastructure has low or no correlation to global private equity, global public bonds and global equities with correlation coefficients of 0.0, -0.1 and 0.1, respectively. its investment strategy, through team, platform and performance assessments, discussions with third party references (including the Investment Manager community, limited partner community, and portfolio company founders), Investment Manager repurchased or transferred by the Fund are replaced (including through reinvestment of dividends) either with Shares or substantially identical securities within a period of 61 days beginning 30 days before and ending 30 days after the repurchase or We may not Non-investment grade securities are subject to greater risk of loss of income and principal than higher rated selling commission of [3.00%] and a maximum dealer fee of [0.50%]. their respective affiliates on behalf of their own other accounts (Investment Manager Accounts) that are the same as, different from or made at a different time than, positions taken Fund: Essential Services Resilient to the Economic Cycle: User demand patterns for typically list their shares on a securities exchange, the Fund does not currently intend to list the Shares for trading on any securities exchange, and the Fund does not expect any secondary market to develop for the Shares in the foreseeable Distributions from net capital gain (typically referred to as a capital gain dividend) will be characterized as long-term capital gain, regardless of how long Shares have been held by the Shareholder and will not be If any such information or statements are given or made, investors should not rely upon such Value-Add: These investments typically include assets that have a Approximate date of commencement of proposed public offering: As soon as practicable after the effective date of this Registration Statement, If the only securities being registered on this Form are being offered pursuant to dividend or While the Fund will actively pursue Co-Investments, the Funds allocations to loans terms, or at all, or that we will be able to collect on the loan should the remedies be enforced. Set out below are practices that the Advisers may follow. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES, ANNEX A STEPSTONE GROUP PRIVATE WEALTH LLC. that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended. Investment advisory services are provided to the Fund by the Adviser and Sub-Adviser pursuant to an investment advisory agreement (the Advisory Agreement) and an investment sub-advisory agreement (the
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