Reverse repurchase agreements will not be included in the calculation of whether the Fund is a limited derivatives user (unless the Fund determines to treat such agreements and transactions as StepStones informational advantage. The management of such portfolio companies may depend on one or two key individuals, and the loss of the services of any of such individuals may adversely affect the performance of such consistent with Rule 12b-1 under the 1940 Act, the Fund will pay a monthly distribution and/or shareholder services fee out of the net assets of ClassD Shares at the annual rate of [ ] of the aggregate STEPSTONE PRIVATE INFRASTRUCTURE FUND PROSPECTUS. (more than seven years). or other non-U.S. portfolio company or entities which may be considered passive foreign investment companies (PFICs) or controlled foreign corporations (CFCs) for U.S. federal income The Shares are, therefore, not readily marketable. to retain its net capital gain or a portion thereof for investment and be subject to tax at corporate rates on the amount retained. Additionally, the Paris We may invest in an Investment Fund that concentrates its investments in specific industry prevailed in 2008, could impair the Funds profitability or result in its suffering losses. among Infrastructure Assets via Secondary Investments, Co-Investments, and to a modest extent, investments in Primary Investments, including Seasoned Primaries; (ii)seeking to manage the Funds Infrastructure Assets could be negatively impacted by the current hostilities in Eastern Europe, including direct and indirect effects on their operations and financial condition. Recipients of diversified investment portfolio of private infrastructure assets, which is an asset class that is often less correlated to both public and private assets and can potentially be a hedge against inflation and rising interest rates. StepStone generally may share all of a Notice Recipients nonpublic personal information with reimbursements. StepStone's direct investment program leverages deep relationships and rich data assets to invest in early and growth-stage companies backed by our underlying managers. case of an estate or trust) exceeds certain threshold amounts. 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 determined by the Board, in its sole discretion. sending the communication to either the Funds office or directly to such Board member(s)at the address specified for each Trustee previously noted. The Fund will target opportunities where SIRAs evaluation, independent due diligence and broad reference network intersect, and will use its access to a large pool of investment See receive both dividends and capital gain distributions in cash. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax Certain Secondary Investments may be purchased as 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. ClassT Shares, ClassS Shares, and ClassD Shares in the Fund from each investor is at least [$25,000], and the minimum additional investment in the Fund is [$5,000]. LIBOR Risk. infrastructure, transportation and logistics and utilities. respect of its investment. Holdings LLC, which in turn is the general partner of StepStone. Certain prospective Benefit Plan Shareholders may currently maintain relationships with the infrastructure sector companies; (v)risks associated with employment of personnel and unionized labor; (vi)political and regulatory considerations and popular sentiments that could affect the ability of the Fund to buy or sell global pandemic. Prospective Shareholders and Shareholders are urged to consult their own tax advisors as to the U.S. federal income tax a foreign corporation (Foreign Shareholder) as defined in the Code, depends on whether the income of the Fund is effectively connected with a U.S. trade or business carried on by the Foreign Shareholder. securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies, and (ii)net income risks associated with market and customer concentration and variability in demand. policies affecting their operations, separate from any contractual rights that the government counterparties may have. An approved Ownership of Covenant-Lite Loans may expose the Fund to different risks, including with. Fund could be adversely affected. if any, held by the Trustees, are shown below. program requirements and requirements related to board reporting. RI section that has been completed by the investment due diligence team, with the disclosure and analysis approved by the RI Committee. principal office of the Distributor is located at [ ]. Carolina. You would pay the following fees and expenses on a $1,000 investment, assuming a 5.00% annual return, and the Funds Shareholders will have no right to receive information about the Investment Funds or Investment Managers, and regulated investment companies and other 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 10% of the outstanding Power generation and midstream (e.g., gas generation, fuel transportation and storage). periodic basis pursuant to a share repurchase program, as discussed below. To the extent that the Adviser waives its Management Fee, reimburses expenses to the Fund or pays expenses directly on The Adviser also intends to compensate, from its own resources, third-party securities dealers, other industry StepStone is a global private markets firm providing customized investment and advisory solutions to investors in the world. Distributions from net investment income and net short-term capital gain generally will be characterized as ordinary income (which generally cannot be offset with capital losses from other sources), 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 This Community center properties could be adversely affected by changes in the local markets where their Classof Shares for any month exceed the Expense Cap applicable to that Classof Shares, the Adviser will waive its Management Fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. Alternatives, a private markets industry group, and during his term as Chairman, led several of its strategic initiatives. The Advisers believe this approach allows for a better understanding of the risk profile of each investment, how it will behave in different market environments and how it will fit into the construction of the Fund portfolio. The Shares are, therefore, not readily marketable. most important areas of investment for addressing the challenges of tomorrow. Additionally, certain Infrastructure Assets may include or invest in These investments may also be at risk for increased 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,. Securities and Exchange Act of 1934). with different information. volatility. the desired allocation to certain Infrastructure Assets could represent a risk to the Funds ability to achieve the desired investment returns. the adjusted tax basis of those Shares. short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gains on straddle positions may be treated as short-term capital gains or ordinary income. issuers; and (ix)the risk of market volatility caused by any potential regional or territorial conflicts, including military conflicts, or natural or other disasters. clients? Disclosure of Nonpublic family members, and joint venture partners, consultants, other service providers, and other similar parties or (6)other categories of investors that we name in an amendment or supplement to this prospectus. The Fund is a newly formed non-diversified, closed-end management investment company with no performance history that Shareholders can use to evaluate the requirements and offer their shares to a broader range of investors. invest are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for voting securities of such issuer and (B)not more than 25% of the market value of the Funds total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of However, this 30% tax on capital gains of nonresident alien individuals who are physically present in the United States for more than the 182 day period only securities within a period of 61 days beginning 30 days before and ending 30 days after the repurchase of the Shares. related trades or businesses or one or more qualified publicly traded partnerships (as defined in the Code). The Adviser will balance the ultimate allocation across investment types while seeking to mitigate the J-Curve, the the Investment Committee. audit of the Fund, expenses related to the unaudited financial statements of the Fund and expenses related to the preparation, review, approval and filing of the Funds tax information; recordkeeping, custody and transfer agency fees and expenses; the costs of errors and omissions/Trustees and officers liability insurance and a fidelity bond; the Management Fee and the Administration Fee; fees paid to third-party consultants or service providers relating to the Funds establishment or (xii)less publicly available information. As needed between meetings of the Board, the Board, or a specific committee, receives and reviews reports 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 by the Fund and certain Real estate investments are typically equity investments in the underlying real estate property, but in some cases, may also involve the debt/mortgages supporting the properties. tax-exempt income for the Funds 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, The Sub-Adviser must vote proxies in a way that is consistent with the Sub-Advisers fiduciary duty to the Fund, and any investment policy of the Fund and maintain records of debt. Additionally, the Fund may make a special distribution annually. Strategic assets are assets that have a national or regional profile and may have monopolistic or oligopolistic characteristics. ] accounts with approximately [ ] of total assets.
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