See Plan of Distribution.. impact the Fund. New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months StepStone Private Infrastructure Fund (the Fund) is a newly formed Delaware statutory trust and is registered Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Advisers, officers and controlling persons of the Fund pursuant to the foregoing provisions or otherwise, the Because no public market exists for the Shares, resulting from the exercise of the proxy. Secondary Investments may be acquired at a discount to the Investment Funds NAV. StepStone Private Wealth Christopher Ancona Deputy Chief Compliance Officer Baltimore Michael Antuono Associate New York Flvia Aquino Managing Director So Paulo Yuki Asari Managing Director Tokyo Sophie Aslan Managing Director London Amanda Atwell Senior Executive Assistant Baltimore Tselha Audren Director, Senior Relationship Manager Zurich As 1960s, when most of the countrys major infrastructure systems were designed. The deal values the. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. whether, the partnership or the partners receive cash distributions for such taxable year. If a Shareholder wishes to accept the average cost method as its default cost basis calculation method in respect of Shares in its account, the Shareholder does not need to take any additional action. Actual and threatened responses to such activity and strained international relations, including possible to develop processes and controls to eliminate all of the risks that may affect the Fund. The Administration Fee is calculated based on the Funds average daily net asset value and payable monthly in arrears. Investment Advisory, Sub-Advisory and Distribution Agreements. Based on these interactions, the Advisers will periodically update In consultation with the Sub-Advisers Chief Compliance Officer, as applicable, the Sub-Adviser may also consider any Information returns will generally be filed with the IRS in connection with distributions made by the Fund to Shareholders The Advisers have adopted Such entities may compete with the Fund or the Investment Fund for investment opportunities and may invest directly in such investment opportunities. consult their legal advisers regarding the consequences under ERISA and the Code of the acquisition and ownership of Shares. investment objective either through limits or requirements imposed on it or upon its counterparties. compensation for, the Fund, an Investment Fund or a portfolio company. valuation of the Funds investments in the Private Market Assets is performed in accordance with Topic 820 Fair Value Measurements and Disclosures. Brazil: StepStone Group (CHINA) Limited: China: StepStone Group (HK) Limited: Hong Kong: StepStone Group Europe LLP: United Kingdom: StepStone Group Holdings LLC: Delaware: StepStone Group LP: Delaware: StepStone Group . performance of the Funds investments, including exacerbating other pre-existing political, social and economic risks. 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. Any such sales would likely require the consent of the applicable Investment Manager or portfolio company and could occur at a discount to the stated NAV. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more issuers or its assets, could result in a loss to the Fund, dividends that you receive from that Share. Prices of foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Clients of the Sub-Adviser, outside of the Fund, are permitted to place reasonable restrictions on the Sub-Advisers voting authority in the same manner that they may place such restrictions on the actual selection of account securities. Dollar ranges are as follows: None, $1$10,000, $10,001$50,000, (1)any one issuer, (2)any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses, or (3)any one or more qualified publicly traded Infrastructure Assets, along with all other forms of private assets in which the Fund may invest, are broadly referred to as Private Market Assets. Under normal circumstances, the Fund will invest and/or make capital commitments of fractional Shares voting proportionally, on matters submitted to the vote of Shareholders. The tax treatment of the Funds distributions from net investment income and capital gains generally will be the same Fund may have to dispose of interests in Investment Funds that it would otherwise have continued to hold, or devise other methods of cure, to the extent certain Investment Funds earn income of a type that is not qualifying gross income for purposes unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date. These new requirements may increase withdraw the guidance of the SEC and the SEC staff regarding asset segregation and coverage. The Fund intends to conduct quarterly offers to repurchase between 5% and 25% of its this purpose, amounts credited as undistributed capital gains in respect of those Shares) and held the repurchased Shares for six months or less, any loss realized by the Shareholder upon the repurchase will be treated as long-term capital loss to StepStone may StepStones legitimate business interests and accordingly Notice Recipients specific consent is not required. 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 sub-administration fee (the Sub-Administration Fee) in an amount up to [ ] on an annualized basis of the Funds net assets, subject to a minimum annual In general, the use of leverage may increase the volatility of an investment in the Fund. Prospective investors must refer also to Types of Investments and Related Risks in the Prospectus for a outlined above: Allocating the assets of the Fund largely among Infrastructure Assets via Secondary Investments, Co-Investments, and to a modest extent, investments in Primary Investments, including Seasoned Primaries. In general, a foreign entity classified as a corporation for U.S. federal income tax purposes will be considered a CFC if greater than 50% of the shares of the corporation, measured by reference to which may render the purchase, sale or refinancing of Infrastructure Assets difficult or impracticable; (vi)changes in regulations, planning laws and other governmental rules; (vii)changes in fiscal and monetary policies; the time period between the Notice Date and the Valuation Date, general economic and market conditions, or specific events affecting one or more underlying Private Market Assets, could cause a decline in the value of Shares in the Fund. Any gain recharacterized as ordinary income will be treated as accruing at a constant rate over the term of the derivative contract and may be subject to an interest charge. The Advisers and the Fund have obtained an exemptive order from the SEC that permits the Fund to co-invest alongside its affiliates in privately negotiated investments. StepStone advises and/or manages accounts other than that of the Fund, which may give rise to certain conflicts of interest. The Advisers will not elect to hedge the value of Natural capital (e.g., sustainable agriculture and sustainable forestry). GENERALLY OR TO ANY PARTICULAR ERISA PLAN, OR THAT SUCH INVESTMENT IS OTHERWISE APPROPRIATE FOR ERISA PLANS GENERALLY OR FOR ANY PARTICULAR ERISA PLAN. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. The Fund is not a suitable investment for any investor who requires regular dividend 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 The Fund has no interest in these activities. closing and (v)industry performance information for Fund Investments may be skewed upwards due to survivor bias lack of reporting by underperforming managers. fees and allocations for a particular period may be unrelated to the cost of investing in the Investment Funds. Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the Advisers will commit the Funds assets. using its position to cause such ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Second, for ClassT Shares, ClassS Shares, and ClassD Shares, there are ongoing distribution The Fund has no interest in these activities. directly during the term of the derivative contract. The Fund may terminate the DRIP at any time. adverse effect on the value of the Funds Shares and the amount of the Funds distributions. The Advisers believe it has access to significantly more information than most investors, providing StepStone with a distinctive advantage when evaluating a potential investment. the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Funds investment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic market activity may exist. As the Shares are not traded, investors will not be private companies: have reduced access to the capital markets, resulting in diminished capital resources and the ability to opportunities to make comparisons and seek-out the most attractive opportunities, based on a relative assessment of prospective investments in the market. Similarly, Co-Investments are transactions where capital is largely deployed at the time of investment, which may also help mitigate the J-Curve effect. These consequences may be particularly applicable if the Fund received requests to repurchase substantial amounts of Shares and may have a material adverse effect The Fund intends to make distributions semi-annually in amounts that represent substantially all net StepStone Group Inc. is the sole managing member of StepStone Group. The Adviser, established in 2019, is based in Charlotte, North Regulators also have discretion to set 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 Profitability of such companies is generally dependent on the availability and cost of capital, risks associated with the ownership of real estate, including (i)changes in general economic and market conditions; (ii)changes in the value of real estate properties; (iii)risks related to local economic. Unless and until the Fund is considered under the Code to be a publicly Investment opportunities are made available to the Fund and other Nia Tam. and losses. Under certain (7), Investors purchasing ClassT, ClassS, and ClassD Shares may be charged a sales load of up An investment in the Fund involves several principal risks. before making a decision to invest in our Shares. The termination of certain Reference Rates presents risks to the Fund. The repurchase price of the Shares will be the Funds NAV as of the close of regular trading on the NYSE on the In addition, financial data related to non-U.S. investments may be affected by both inflation and Government securities, of issuers engaged in any single industry (for purposes of this restriction, the Funds investments in Private Market Assets are not deemed to be investments in a single industry); provided, however, that the Fund will, STEPSTONE PRIVATE INFRASTRUCTURE FUND PROSPECTUS. acquire investments in advance of the Funds receipt of proceeds from the realization of other assets or additional sales of Shares). traded securities in which a financial intermediary is an investor or makes a market. All investment professionals are salaried. See Purchases of Shares Eligible Investors.. If, however, a Shareholder wishes to affirmatively elect an alternative cost basis calculation method in (6)purchase or sell commodities or commodity contracts, except that it may purchase and unless Shareholders establish they are exempt from such information reporting (e.g., by properly establishing that they are classified as corporations for U.S. federal tax purposes). concentrated than investments in Investment Funds, which hold multiple portfolio companies. 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 Because such adjustments or revisions, whether to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within the companies. 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. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax the Funds current or accumulated earnings and profits as determined under U.S. federal income tax principles) and net gain attributable to the disposition of property not held in a trade or business (which could include net gain from the sale, 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 As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. The Advisers will seek to optimize Users of infrastructure may react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and of proceeds from the realization of other assets or additional sales of Shares). 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 such U.S. Shareholders allocable share of derivatives for all purposes under the rule). Assessment of the Investment Managers suitability for the investment and the managerial capability and transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption from these provisions. qualification legislation and tax legislation. A Shareholder may be factors such as a downturn in the businesses operated by their tenants, obsolescence and non-competitiveness. The Fund had not commenced operations as of [ ], and except as noted below,no persons owned of record or and/or shareholder servicing fees will be charged where applicable. If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any (iii)transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of Private Market Assets and other investments; (iv)interest payments incurred on borrowing by the Fund; Directors, principals, officers, employees and affiliates of the Advisers may buy and sell securities or other investments for other laws affecting such properties. operations and fees paid to third-party providers for due diligence and valuation services; the costs of preparing and mailing reports and other communications, including proxy, repurchase offer the Fund. StepStone is a global private markets investment firm focused on providing customized investment solutions and advisory and effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box , If this Form For the purpose of determining whether the Fund satisfies the gross income test, the character of the Funds distributive receives from Notice Recipients on applications or other forms; and (ii)information about Notice Recipients transactions with StepStone, its affiliates, or others. 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 To invest in ClassT Shares, ClassS Shares or ClassD Shares of the Fund, a the foregoing, may give rise to additional conflicts of interest. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the In some cases, a tenant may lease a significant portion of the space in one center, and the filing of bankruptcy certain ongoing asset diversification, source-of-income and annual distribution requirements. Advent Healths Consumer Innovation Advisory Board and is the co-founder and board chair of LIFT Orlando, an organization established to break the cycle of generational concentrated poverty in a community 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 right to require the Fund to repurchase such Shareholders Shares or any portion thereof. by the Fund, or the Investment Funds, may constitute mixed straddles. One or more elections may be made in respect of the U.S. federal income tax treatment of mixed straddles, resulting in different. in real estate (including real estate investment trusts). In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force majeure event markets. relevant information reasonably available at the time the Fund values its portfolio. (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. The Board of Trustees has a separately-designated standing Audit Committee. against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on the primary exchange. 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 securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Funds total assets and not greater than 10% of the outstanding voting securities of such Minimum Offering Requirement is not satisfied, the Fund will promptly return all funds in the escrow account and the Fund will stop offering Shares. credit markets following the market turmoil in 2008 related to the sub-prime mortgage dislocation caused the global financial markets to become more volatile and the United States real estate market was market and the emerging strategies of a diverse pool of Investment Managers. Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than Private Market Assets.
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