Additional Information About Categories of Although the Fund intends to implement a quarterly share repurchase program, there is no guarantee that an clients? Such persons will devote only so much of their time as in their judgment is necessary and StepStone Group Inc. is listed and trades on the Nasdaq Global Select Market under the trading symbol STEP. have limited liquidity. There are specific references to climate, modern slavery, and diversity through the scoring process. In May 2019, this scorecard became a mandatory component of all primary fund underwriting across all asset classes. For queries, requests or comments in respect of this Notice, or the way in which StepStone uses On non-routine matters, the Sub-Adviser will share NAV of the classes will vary over time. Other factors that may adversely affect the value of securities of companies in the utilities sector include interest rate changes, supply and demand Decarbonization: The Notice Date generally will be approximately 35 days prior to the date as of which the Shares to be repurchased are valued by the Fund (the Valuation (including all items of income, gain, loss and deduction allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partners taxable year. Tax Aspects Distributions.. Repurchase fees are payable to the Fund and not non-diversified investment company for purposes of the 1940 Act, which means that it is not subject to percentage limitations under the 1940 Act on the percentage of its assets that may be invested business address is [ ]. (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. interest. Yes, you may invest via those vehicles subject to the suitability standards and applicable law. market and the emerging strategies of a diverse pool of Investment Managers. not invest on behalf of the Fund, or vice versa. 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. Strategic assets are assets that have a national or regional profile and may have monopolistic or oligopolistic characteristics. residents and domestic corporations. The 1940 Act imposes significant limits on co-investments with Commitment The Board has delegated execution of these procedures to a Pricing Committee made up of Fund Officers and representatives from the Advisers. 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. the Fund and [ ] as administrator (the Administrator). Similarly, Co-Investments are transactions where capital is largely deployed at the time of investment, which may also help mitigate the J-Curve effect. Mr.Sittema graduated from Dordt College and Indiana University Kelley School of Business. The Fund may elect Moreover, the Fund and its Shareholders may be subject to tax, reporting and other filing obligations in financial and management control systems, and any failure to do so may have a material, adverse effect on their business. committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation. could be realized upon the sale of that security. The Fund was organized as a Delaware statutory trust on [ ]. to each director, officer or partner of the Adviser is incorporated by reference to FormADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File The StepStone Advantage Global-Local Approach Customized Approach Multi-Asset Class Expertise Proprietary Data & Tech Large & Experienced Team With offices in 25 cities across 15 countries, we have built a global operating platform, with strong local teams that possess valuable regional insights and deeply rooted relationships. StepStone is a global private markets firm providing customized investment and advisory solutions to investors in the world. Contact Information Fund Manager StepStone Group Fund Manager Website www.stepstonegroup.com Fund Category Infrastructure Native Currency USD Fund Manager's Location 450 Lexington Avenue StepStone Private Wealth refer to StepStone Group Private Wealth LLC; the terms Sub-Adviser or StepStone refer to StepStone Group LP; the term Advisers refers to other sources, the Fund may fail to qualify as a RIC and thus become subject to corporate-level income tax. initial investment is [$1,000,000] with additional investment minimums of [$100,000]. market for their products. or selling the securities of, otherwise investing in or financing, issuers in which the Fund or its underlying Investment Funds has an interest. rulesprescribed by ERISA and related provisions of the Code. An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) generally is not subject to an entity-level U.S. federal income tax. Advisers Act). considering an investment in the Fund. Accordingly, disqualification as a RIC would have a material 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 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 commercial and municipal markets may need to revamp their outdated systems in order to charge EVs, store energy and modernize power grids. Accordingly, the Fund should be considered a speculative investment that entails you must experience a total return on your net investment of [1.52%] in order to recover these expenses. Once a deal has been identified as a potential transaction, the deal team summarizes the opportunity in a report. The Fund expects that most of its Primary Investments will be seasoned primary investments (Seasoned Primaries) which are The same principles apply to the purchase of Shares. The Fund may invest directly or indirectly capital calls and distributions. SIRA uses a range of resources to identify and source promising Infrastructure Assets. The Chairperson of the Audit Committee of the Fund is [ ]. Responsibility for monitoring and overseeing the Funds investment program and its management and operation is vested in the individuals who serve on the In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely Expenses borne by the Fund (and thus indirectly by Qualifications and Attributes. transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. mature. Investors should rely only on the information contained in this prospectus. The Funds investments bear various expenses in connection with their operations similar to those incurred by the Fund. The Expense Limitation and Reimbursement Agreement limits the Specified Expenses borne by the Fund in respect of each Classof Shares during the Limitation subject to other taxes, including but not limited to, other state, local, and foreign taxes, estate and inheritance taxes, or intangible property taxes, which may be imposed by various jurisdictions. secondaries, may receive earlier distributions, and the investment returns from these investments may exhibit, to a lesser degree, the delayed cash flow and return associated with primary investments. Consequently, the fees charged to the Fund may be The Board reviews and ratifies the execution income and distribute net realized capital gains, if any, at least once a year. shareholder servicing fee, as applicable; (vii)taxes; and (viii)extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without investment companies if, as a result, (i)more than 10% of the Funds total assets would be invested in securities of other investment companies, (ii)such purchase would result in more than 3% of the total outstanding voting The Advisers mission is to convert the private market Alternatives, a private markets industry group. No financial intermediary is prohibited from purchasing The regulation of the U.S. and non-U.S. securities, derivatives and futures markets and investment funds such as the Fund has undergone substantial change in recent years and such change may However, in such In addition, the Funds repurchase offers may subject the Fund and Shareholders to special risks. 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, any Nonpublic Personal Information that StepStone Discloses. A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the lose its status as a RIC under the Code. individual, trust or estate. Private Market Assets and other issuers that could be treated as PFICs or implement certain restrictions with the respect to any Private Market Assets or other issuers that could be treated as CFCs in order to limit the Funds tax liability or If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the Income is still typically a component of overall returns, but there is potential for greater capital appreciation. accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. 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 from year to year thereafter so long as such continuance is approved annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority of the as a long-term investment. build a diversified portfolio of investments that will seek to mitigate the effects of the J-Curve to maximize risk adjusted returns to the Shareholders. maximum of [3.50%] of the investment amount and on ClassD Shares, up to a maximum of [1.50%] of the investment amount. The SAI provides additional information about the portfolio managers compensation, other managed accounts and ownership capital assets (generally, property held for investment) for U.S. federal income tax purposes. including if its investment in such issuer is canceled, unwound or acquired (which could be without what the Fund considers to be adequate compensation). Sub-Adviser will decide non-routine matters, taking into account the opinion of management and the effect on management, and the effect on shareholder value and the the underlying assets appreciation against the effects of inflation. Unexpected volatility or lack of liquidity, such as the general market conditions that had From time to time, the Fund or its affiliates may come into possession of material, non-public information concerning an entity in which the Fund has invested or proposes to invest. However, mezzanine loans rank senior to common and preferred equity in a borrowers capital shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. on the strategy of the investor and the financing requirements of the company. sell non-U.S. currency, options, futures and forward contracts, including those related to indices, swaps and options on indices, and may invest in commodity pools and other entities that purchase and sell and may have an effect on the value of the positions so held, or may result in a financial intermediary having an interest in the issuer adverse to the Fund or the underlying Investment Fund. Pursuant to EEA data protection legislation, investors have the right to object to processing of nonpublic personal information and a number Purchases of Investment Funds on Fund for investment opportunities and may invest directly in such investment opportunities. secondaries). multiple investors is acquired by another investor, or an interest is acquired by an investor through the provision of growth capital, in both cases typically at NAV. 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. Under normal circumstances, the proceeds from the sale of Shares, net of the Funds fees and expenses, qualification legislation and tax legislation. 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 buy these securities in any state where the offer is not permitted. appropriate. remain unsold at the termination of the offering. 801-117639). Terrorism Risk. Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). The Fund would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether the Fund satisfies the At a high level, the planning for portfolio construction is intended to consider medium- to long-term secular and macroeconomic risks, and how they are likely to impact the infrastructure market. Such fee arrangements may create an incentive for a financial intermediary to encourage investment in the Fund, independent of a The Boards leadership structure features a Chairperson and the as if the appreciated financial position were sold at its fair market value on the date the Fund, or such Investment Fund, enters into the financial position or acquires the property, respectively. be subject to this excise tax on any amount which the Fund incurred an entity-level U.S. federal income tax. the Fund may accept all Shares tendered for repurchase by Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered. less the tax credit. 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. 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 The Fund will allocate a portion of its assets to multiple Investment Funds, and Shareholders will bear two Section988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other receivables or numerous inherent conflicts of interest, particularly where an investment opportunity has limited availability. The securities of many of the companies in which we 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 increasing or decreasing the NAV of the Fund, and therefore the Fund, at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase transparency may make it difficult for the Adviser to monitor the sources of the Funds income and the diversification of its assets, and otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds History. In addition, the forestry and timber As a result of differing trading and investment strategies or constraints, positions may In addition, the act of taking a control position, or seeking to take such a StepStone is a Global Private Markets Solutions and Services Provider As of March 31, 2021. There can be no assurance that any or all Secondary Investments made by the Fund will exhibit this pattern of investment returns, and realization of later gains is at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. The dividend reinvestment plan is discussed later in the document. and shareholder servicing fees that are calculated as a percentage of NAV. This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product. The $100,001$500,000, $500,001$1,000,000 or Over $1,000,000. 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 constraints on the For the final Investment Committee materials, investment teams include a comprehensive ESG analysis, which includes specific examples from the managers investment process and portfolio. erratic market movements than those of larger, more established companies, as these securities typically are less liquid, traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. Real estate property development creates exposure to risks, such as the risk that excluded from the definition of Specified Expenses: (i)the Management Fee; (ii)all fees and expenses of Private Market Assets and other investments in which the Fund invests (including the Acquired Fund Fees and Expenses); and net capital gain (at ordinary income and capital gains rates, respectively), even if not distributed to the Fund. each year and approved over $75billion across asset classes in 400 plus separate transactions, including over $13billion of infrastructure capital, in 2021 alone. To the extent the Fund obtains repurchase proceeds by disposing of (e.g., crops and livestock) that produce food, fiber, and renewable energy feedstocks. As a result of differing trading and investment strategies or the Code) other than the U.S. dollar. High-Quality, Diversified Infrastructure Exposure: The Fund will seek to provide diversification by maximize the Funds after-tax return from these investments. (2), Distribution and Shareholder Services Plan. that such personal information will be kept confidential by such third parties after such disclosure. If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will are typically subject to numerous statutes, rules and regulations relating to protection of the environment and worker and public health and safety. of Shares in the Fund. Each investment memo presented to the relevant Investment Committee must contain a dedicated Infrastructure Assets may be subject to a variety of risks, not all of which can be foreseen or quantified, including: (i)the burdens of ownership of infrastructure: (ii)local, national and international political and Shareholder that is an individual, trust or estate only to The Fund generally will be required The Fund will also seek to construct a balanced portfolio across mainly developed economies, case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RICs procedures that were designed to require that all investment allocation decisions made by the investment team are being made fairly and equitably among Related Investment Accounts over time. Each proxy statement that the Sub-Adviser receives. combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. Secondary Investments may be acquired at a discount to the Investment Funds NAV. These investments may have significant operations in areas at risk for natural disasters, social unrest and environmental damage. processors, retailers, and industrial buyers, as well as related appreciation of farmland and supply chain assets. Transportation and logistics (e.g., toll roads, airports and seaports). securities listed on U.S. exchanges may be delisted if they do not meet U.S. accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of the securities. efficiency. dividends that you receive from that Share. It is furnishing an IRS FormW-8BEN,IRS FormW-8BEN-E,IRS uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. plan, or other arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the Code (an ERISA Plan) should consider, among other things, the matters described below before determining that are the same as, different from or made at a different time than, positions taken for the Fund or an Infrastructure Asset. Funds Board of Trustees is comprised of persons who are independent trustees. generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. investments made by the Fund against currency fluctuations. Thereafter, activity. leveraging sustainable business practices. position as the sole or predominant providers of services that are often essential to the community. Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with To manage the risk that such income might jeopardize 11 ClassD Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassD Shares, (2)through participating broker-dealers that have alternative fee arrangements with their clients to provide access The Board may establish other policies for repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other could potentially invest directly in primaries of such Investment Funds. of other rights which may be exercised in certain circumstances,i.e. Any such decision will be made in good faith, and subject to the review and supervision of the Board. 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 / any dividends, and this, together with the Funds expenses, means that there can be no assurance the Fund will have substantial income or pay dividends. account maintenance, provision of information and support services. services are: providing office space, adequate personnel, and communications and other facilities necessary for administration of the Fund, performing certain administrative functions to support the Fund and its service providers, supporting the The Fund will distribute payment to Shareholders within [seven] calendar days after the Repurchase Pricing Date. Under the Administration Agreement, the Fund pays [ ] an administration fee (the Administration Fee) in an amount up to [ ]% on an annualized basis of the Funds net In addition, issuers of securities held by the Fund or its underlying Investment Funds may have publicly or privately 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, The COVID-19 outbreak has resulted in numerous deaths and the imposition of both local The Advisers currently expect that the Funds asset allocation will emphasize Secondary Investments and Co-Investments as further described below. 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, (viii)under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix)reduced investment in public and private infrastructure projects; and (x)other factors which are beyond the reasonable control of the This will increase the dealers costs and may be passed through to other market participants, such as an Investment Fund, in the form of higher fees or spreads and less favorable
