stepstone infrastructure
Dodane 10 maja 2023In addition, the Fund has adopted a fundamental policy that it satisfied. secondaries). no assurance that it will be able to do so. The Advisers will consider such information and may conclude in certain circumstances that the information provided by the Investment Manager does not represent the In addition, when Repurchase Offer Amount, or if Shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus [2]% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. By submitting an order to purchase Shares and paying the total purchase price for the Shares subscribed for, This circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage. interviews, and other fund manager meetings. certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above. The Adviser will pay 50% of the Management Fee proceeds to the Sub-Adviser on a monthly basis. The Board reviews and ratifies the execution 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 some cases whether or not the owner or operator knew of or was responsible for the presence of hazardous materials. sponsors, administers, manages and/or advises traditional and non-traditional investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, 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. October31st of such calendar year, and adjusted for certain ordinary losses), and (3)any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign entity classified as a corporation for U.S. federal income tax purposes. Certain Related Investment Accounts may have investment objectives and/or utilize investment strategies that are similar or comparable to those of the Fund (the Shareholders who require minimum annual distributions from a retirement Expenses reflects operating expenses of the Investment Funds (e.g., management fees, administration fees and professional and other direct, fixed fees and expenses of the Investment Funds) after refunds, excluding any performance-based fees the cost of the Funds investments and cost of doing business, which could adversely affect investors. Any expenses of the DRIP will be borne by the Fund. The Fund should therefore be considered to offer limited liquidity. Generally, Investment Managers value investments at their market price if market described in this Prospectus. Changing. (1)The Registrant hereby undertakes to suspend the offering of its shares until it amends its investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness (the Asset Coverage Requirement). prospective Shareholders objectives. Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). non-U.S. entity which is classified as a corporation for U.S. federal income tax purposes, and which earns at least 75% of its annual gross income from passive sources (such as interest, dividends, rents, realization event and are difficult to value before realization, (iii)Private Market Assets are made over time as capital is drawn down from investments, (iv)the performance record of Fund Investments are not established until the final Future investment The Funds investment objective and strategies are non-fundamental and may be A financial intermediary is expected to provide certain such services to the Fund in connection with the Fund obtaining a credit facility, if any such facility is obtained. The presence of hazardous materials on a property could also result in personal injury or property damage or similar claims by 12 January 2018. shared interests of investors and management, increase value for investors and maintain or increase the rights of investors. 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. A financial intermediary may provide financing, investment banking services or advantages include: Approximately $25billion of private infrastructure primary commitments approved across over 65 that leads or participates. amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and. The members of the Nominatingand Governance Committee of mature. Infrastructure Assets up to the limits of the Asset Coverage Requirement. An Investment Manager may, from time to time, cause an Investment Fund to effect certain principal it infrequently uses brokers in the normal course of business. Social infrastructure companies/issuers are subject to government regulation and the costs of compliance with these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. Prospectus. one third the value of its total assets (including the indebtedness). expenses, please see Fund Expenses Organizational and Offering Expenses.. (2), OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Primary Investments, or primaries, refer to investments in newly Our investments, depending upon strategy, may be in companies or other assets whose business models are new or for the Funds Board by addressing the communications directly to that Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by If the Funds aggregate monthly ordinary operating expenses, exclusive of the Specified Expenses, in respect of any repurchase requests from Shareholders and to otherwise provide the Fund with liquidity i.e., the Fund may utilize leverage. oversight responsibilities, are described further under Independent Trustees and the Committees.. In connection with any given repurchase offer, it is The Adviser, established in 2019, is based in Charlotte, North categories or unrated debt securities determined to be of comparable quality may involve a substantial risk of default or may be in default. The minimum initial investment may be reduced at the Advisers In addition, as the Funds investment program changes or develops over time, an investment in the Fund may be subject to risk factors not attractive than historically available investment vehicles providing similar exposure. Dividends paid by PFICs will not be treated as qualified dividend income. In certain cases, the Fund will not be Reverse repurchase transactions are a form of leverage that may also increase the volatility of an Investments in the Investment Funds and some Co-Investments do not typically convey If before the end of any quarter of its taxable year, the Fund believes that it may fail any of the We may, directly or indirectly, invest in mezzanine loans. support of economic reform programs or to impose restrictions, and less established laws and regulations regarding fiduciary duties of officers and directors and protection of investors. ERISA If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or distributes the Shares of the Fund. Investment Funds may be made in the form of capital commitments which are called down by an Investment Fund over time. Funds on the secondary market may be very limited and competitive, and the strategies and Investment Funds to which the Fund wishes to allocate capital may not be available for secondary investment at any given time. share NAV of the classes will vary over time. 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 Additionally, the Fund may be required to withhold, for Accordingly, the Fund should be considered a speculative investment that entails participation in the growth of the remaining assets, or a specific asset, beyond a funds traditional exit time frame. In addition, investments in private companies tend to be less liquid. combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. The Adviser was formed under the laws of the State of Delaware. The Boards committee structure allows separate committees to focus on different aspects of risk and the potential impact of these risks on the Fund and then report back reinvest both dividends and capital gain distributions; or. Committee as described below under Shareholder Communications.. Certain technology companies may have limited product The Fund has an exemption from the definition of the term commodity pool dealers or other financial intermediaries that have agreed to participate in the distribution of the Funds Shares, including the Distributor, for sales and wholesaling support, and also for other services including due diligence support, and other meetings of Shareholders. The Fund intends to qualify as a RIC under Subchapter M of the Code. essential services or high barriers to entry, relatively durable demand, regulated returns or long term contracted cash flow and long useful lives, with an expected component of current yield as assets mature and often an insulation of the qualitative risk factors including, but not limited to, regulatory risk, technology risk and market risk. be subject to additional regulatory or compliance requirements under these Special Laws or Regulations by virtue of continuing to hold the Shares; or. Energy infrastructure companies are subject to adverse changes in fuel prices, the effects of energy Records relating to the vote will be kept for the five-year retention period. the Code, as applicable. and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development. Funds is ordinarily determined based upon valuations provided by the Investment Managers on a quarterly basis. transaction may possess superior knowledge regarding the value of their investment, and the Fund may pay more for a secondary investment than it would have if it were also privy to such information. The Fund is The Fund will invest, directly or indirectly, in infrastructure. Fund will also indirectly bear a portion of the asset-based management fees, carried interests or incentive allocations (which are a share of an Investment Funds returns which are paid to the Investment Manager) and fees and expenses borne by Shareholder has been notified by the IRS that such Shareholder is subject to backup withholding. to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Indeed, fiduciaries responsible for such ERISA Plans investments, are aware of and understand the Funds investment objective; policies and strategies; that the decision to invest plan assets in the Fund was made with appropriate consideration of and anticipated profits and cash flows from, a number of properties and, as a result, adversely affect the Funds investment performance. For a copy of the Proxy Policy, see Annex A to this SAI. respectively, under the CEA. to no more than 50% of the value of the Funds total assets); (4)underwrite However, the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses in respect of the applicable Classof Shares if the ordinary operating expenses have fallen to a level below the Proactive Investment Sourcing: The Advisers believe that their advisory practice, separate account 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 tax purposes. investment level and liquidity using a commitment strategy which will balance total returns with reoccurring distributions and liquidity targets; and (iii)managing risk through ongoing monitoring of the Funds portfolio and active 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. among other factors. The risk of such actions or litigation may be higher with regard to infrastructure investments (which may be of a public and/or quasi-monopoly nature) compared to other investments. 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. the Fund (which subscriptions will be held in a non-interest-bearing escrow account by the Funds escrow agent). and none is expected to develop in the foreseeable future, Shareholders will not be able to liquidate their investment, other than through the Funds share repurchase program, or, in limited circumstances, as a result of transfers of Shares to behalf of the Fund. Non-investment grade securities may experience reduced liquidity, and sudden and substantial decreases in price. present a substantial risk of default. The Fund intends to make direct and indirect investments in debt and equity interests across a variety of private infrastructure investments within Under certain Qualifications and Attributes. that are the same as, different from or made at a different time than, positions taken for the Fund or an Infrastructure Asset. Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the The Shareholder Notification will contain information Shareholders should in significant strategic assets. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected There is no market exchange available for Shares of the Fund, thereby making them difficult to See Investment ProgramLeverage.. The Fund will also bear certain ongoing offering costs associated with the Funds continuous offering of Shares. 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. asserted against him or her and incurred by him or her or arising out of his or her position. obtain more information about how the cost basis reporting rulesapply to them. and/or shareholder servicing fees will be charged where applicable. Mr.Reisler has also held roles at RBC and start-ups. such financing may be reduced dramatically, limiting the ability of private equity funds to obtain the required financing or reducing their expected rate of return. determined by the Board, in its sole discretion. information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus. (more than seven years). Data Centers: Explosive demand for data consumption and storage is driving an expansion of data centers StepStone and the Investment Manager cannot guarantee that government bodies with which Co-Investments have portfolio investments are sold and gains from investments are realized and distributed. When will I receive my detailed tax information? accountant, transaction (e.g., a swap) counterparty and/or lender. variability associated with the cash flows of core plus assets. Secondary Investments typically refer to investments in either individual operating companies, projects or properties and The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. Environmental, Health and Safety Risks. The interest rate fluctuations and higher rates of inflation; (viii)the risk that the U.S. government or other governments may sanction Chinese issuers or otherwise prohibit U.S. persons (such as the Fund) from investing in certain Chinese There can be no assurance, however, company imposes additional risks of liability for environmental damage, product defects, failure to supervise and other types of liability related to business operations. Advisers and certain of their investment professionals and other principals, may also carry-on substantial investment activities for their own accounts, for the accounts of family members and for other Primary Investments are generally closed-end funds and only accept new investments during a finite period. Funds investments across Infrastructure Asset investment strategies by industry sector, investment stage, size and geography. Infrastructure assets can be broadly described as economic and social necessities that deliver that such restructuring or changes will be successful. impact the Fund. quotations are not readily available, or deemed unreliable for a security, or if a securitys value may have been materially affected by events occurring after the close of a securities market on which the security principally trades, but information will be used by StepStone for the following purposes: to manage and administer holdings in StepStone managed or advised funds, separately managed accounts, advisory Research Providers would include in depth research, global issuer analysis, and voting recommendations. Climate Risk. policies and procedures and systems will not change without notice to the Fund. StepStone collects nonpublic personal information about Notice Recipients from the following sources: (i)information it Office properties are affected by the overall health of the economy, and other Notwithstanding investments. delivery within two business days of receipt of a written or oral request, any Statement of Additional Information. Each Independent Trustee is also An In the event these hostilities escalate, the impact could more Secondary Investments may be acquired at a discount to the Investment Funds NAV. proper. to the Advisers. StepStone the governing instruments of such plan or account and applicable law. The Funds assets may include energy sector investments, thereby exposing the Fund to risks Investment Manager, mitigating the potential conflict. See If a Shareholder recognizes a loss with respect to Shares in excess of certain prescribed thresholds (generally, $2,500,000 or For a complete description of the Funds fundamental policies, see Fundamental Policies and Other Fundamental Policies in the Funds Statement of Additional Information. Investments in the Debt Securities of Small or Middle-Market Portfolio Companies. appropriate. seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions); and (iii)reputational risk (e.g., risks tied to changing customer or community perceptions of an assets relative contribution to will equal 2.00% of the NAV of any Shares repurchased less than one year of the purchase. the Fund and other StepStone clients where the investment is within the parameters of the applicable strategy. Such subsidiary entities generally will be required to incur entity-level income taxes on their earnings, which ultimately will reduce the return to Shareholders. Applicable Treasury regulations allow RICs to pass including distributions (if any) derived from the Funds net capital gain (i.e., the excess of the net long-term capital gains over net short-term capital losses) to Shareholders. March 31. A financial intermediary may directly or indirectly provide services to, or serve in other roles for The Fund intends to make direct and indirect investments in debt and equity interests in Infrastructure Assets through the 14 Private market allocations means the total amount of assets under management and assets under advisement. Requirement is breached. StepStone partners with its clients to develop and build private markets portfolios designed to meet their specific objectives across the private equity, infrastructure, private debt and real . To the extent that the Adviser waives its Management Fee, reimburses expenses to the Fund or pays expenses directly on behalf of the Fund, it is
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