result in a reduction in the value of certain instruments held by the Fund or reduce the effectiveness of related Fund transactions. There are no cumulative voting rights. Private debt investments may be structured using a range of financial instruments, including but not limited to, first and second lien senior secured loans, unitranche debt, classified as a corporation for U.S. federal income tax purposes and considered a controlled foreign corporation (CFC) under the Code, the Fund may be treated as receiving a deemed distribution (i.e., characterized as ordinary affect the Fund. Long-term Cash Flow Predictability: Regulated and heavily contracted business models provide long-term revenue at which such Shares will be repurchased until the Funds NAV as of the Valuation Date is able to be determined, which determination is expected to be able to be made in the month following that of the Valuation Date. FormW-8ECI,IRS FormW-8IMY or IRS FormW-8EXP, or an acceptable substitute or successor form). investments will comply with this restriction; (2)borrow money, except to the extent If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of Second, for ClassT Shares, ClassS Shares, and ClassD Shares, there are ongoing distribution [1.50%] of the investment amount. loss did not exceed its share of prior increases in income derived from such PFIC shares. Evaluation of the proposed investment strategy for appropriateness to the investment environment. In implementing the Funds liquidity management program, so as to minimize cash drag while providing the necessary liquidity to support the StepStone is observations, insights, and forecasts by the Advisers. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in for lower grade debt securities may be thinner and less active than for higher grade debt securities. respect of its Shares, the Shareholder must contact the Administrator to obtain and complete a cost basis election form. Advisers Act). The Fund will employ an over-commitment strategy, which could result in an insufficient cash supply to fund In addition, appropriate personnel, including but not limited to the Funds Chief Compliance Officer, members of Only the funded such U.S. Shareholders allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. 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. uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. 1940 Act, often referred to as a private investment fund, with those of a registered closed-end investment company. Please see the Advisers website at www.stepstonepw.com for the most up-to-date information. Since the usefulness of LIBOR as a benchmark or reference rate could deteriorate during the transition period, These investments, along with other real asset investments, have often shown historical returns with a managers with an active and strategic opportunity to add value directly to an investment with the objective of increasing returns or reducing risk. the Fund were to recognize excess inclusion income derived from direct or indirect investments in residual interests in real estate mortgage investment conduits or taxable mortgage pools. Fund may have to sell some of its investments at times and/or at prices that the Advisers would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities. No assurance can be given that the interest reinvestment plans, check the following box , If any securities being registered on this Form will be offered on a delayed investment and to provide broker dealers with more flexibility to facilitate investment. 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. compensation for, the Fund, an Investment Fund or a portfolio company. judgments as to the desired portfolio composition of the Funds Private Market Assets, in that the Funds performance may be tied to the performance of fewer Private Market Assets and/or may not reflect the Advisers judgment as to Shares could require the Fund to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the repurchases and achieve a market position appropriately reflecting a smaller asset base. and any registered funds that have an adviser that is an affiliate of the Advisers. For example, some of the Co-Investments may be subject to seasonal variations, The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. Also, in some circumstances, the Funds lien may be contractually Advisers, officer or controlling person, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is 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 In addition, a conflict of interest could exist to the extent the Advisers have proprietary investments in certain accounts, where portfolio manager has personal investments in certain accounts or when certain accounts are investment standing committees: the Audit Committee, the Nominating and Governance Committee and the Independent Trustees Committee. The Audit Committee, the Nominating and Governance Committee, and the Independent Trustees Payment for each initial or subsequent additional purchases of Shares must be made in one installment. professionals and any affiliates thereof (financial intermediaries) in connection with the distribution of Shares in the Fund or for their ongoing servicing. If the Fund holds greater than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign entity If the Fund does not qualify as a RIC, it will be treated for tax purposes as an ordinary corporation. The Advisory Agreement provides that in the absence of willful misfeasance, bad faith, gross negligence in the performance of Such gain or loss will be capital gain or loss if the repurchased or Under certain Discussed below are the investments generally made by Investment Funds and the principal risks that the Advisers and the Fund believe are associated with those investments. ClassI Shares are generally available for purchase in this offering only (1)through fee-based programs, also known as wrap accounts, that provide access to ClassI Shares, (2)by endowments, foundations, pension funds and other institutional investors, (3)through participating royalties or capital gain) or which holds at least 50% of its total assets in assets producing such passive income. circumstances, the Fund may hold its interests in the Infrastructure Assets in non-voting form or limit its voting rights to a certain percentage. The Advisers believe that, as a result of these relationships, the Fund should have access to a large number of Infrastructure Assets from which to 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 occurrence of events related to any of the foregoing could have a material adverse effect on the Fund and its Co-Investments. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration described in this Prospectus. regarding the repurchase offer. Certain additional investment information is set forth below. Transportation infrastructure companies can be significantly affected by economic changes, fuel prices, labor processes, StepStone does not believe. Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus. 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. investment strategies of the Fund, as well as the principal risks associated with the Funds investment strategies, are set forth in the Prospectus. UBS Global Infrastructure & Utilities 50-50 Index Investments in the Investment Funds and some Co-Investments do not typically convey through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. investors are referred to in this Prospectus as Eligible Investors. Existing Shareholders who subscribe for additional Shares will be required to qualify as Eligible Investors at the time of each additional purchase. sectors. of investment experience, StepStone believes that these tools enable the firm to identify historically top performing. Accordingly, the Funds portfolio may be exposed to the risk of highly able to dispose of their investment in the Fund, except through repurchases conducted through the share repurchase program, no matter how the Fund performs. 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, Except as required by applicable law and described in this privacy notice, It has over 170. The Fund may not uncover errors in valuation for a significant period of time, if ever. and more widespread work from home and other quarantine measures, mandatory closures of businesses deemed non-essential, border closures and other travel restrictions, labor shortages, investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of Shareholders. A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and The Shares are not a liquid investment. The Funds Shares will not be listed on an exchange, and no secondary market is expected to develop. Fund for investment opportunities and may invest directly in such investment opportunities. engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. The discussion is limited to persons who hold their Shares as capital assets (generally, In no event, however, will the Fund pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Fund See Plan of Distribution.. Shareholder will be treated as having received or accrued a dividend from the Fund in the amount of such U.S. Shareholders allocable share of these fees and expenses for such taxable The Fund has elected the average cost method as the default cost basis method for management investment company operated as an interval fund. 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, Sales loads may be assessed at the time of purchase, on ClassT Shares, up to a maximum of [3.00%] of the investment amount, on ClassS Shares, up to a primary expected uses of leverage are to manage timing issues in connection with the acquisition of the Funds investments (e.g., to provide the Fund with temporary liquidity to acquire investments in advance of the Funds receipt The concessions of certain Co-Investments are granted Officer, as applicable, will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such For ClassD Shares, the minimum initial investment is [$25,000] with additional investment minimums of [$5,000]. The Fund generally will be required For both venture capital investment. StepStone generally may share all of a Notice Recipients nonpublic personal information with ClassT Shares and ClassS Shares are available through brokerage and transaction-based accounts. With respect to Primary Investments, StepStone uses its best efforts to defer the allocation decision to the relevant StepStone Group LP (StepStone) is a global private markets firm providing customized investment, portfolio monitoring and advice to investors.StepStone covers primary fund investments, secondary fund investments and co-investments across private equity, real estate, infrastructure and real assets, and private debt. Other adjustments may occur from time to time. subject to a number of risks, including investment, compliance, operational and valuation risk, among others. The Funds Board of Trustees provides broad oversight over the operations and affairs of the Fund. time as in their judgment is necessary and appropriate. time, and other pertinent factors. shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. StepStone Group Real Estate LP (SRE), and StepStone Group Private Wealth LLC (StepStone Private Wealth or SPW and together with SSG, SIRA, and SRE, collectively, StepStone). Regulators also have discretion to set statement and other regulatory filings, and with reviewing potential investments to be made and executing the Funds investments; attorneys fees and disbursements associated with preparing and filing exemptive applications with the
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