Shareholders should consult their own tax advisors regarding Because Secondary Investments are generally made when a Primary Investment is The Adviser may 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. investment funds may adversely affect the value of the Funds investments and the ability of the Fund to implement its investment strategy (including the use of leverage). Shareholders who require minimum annual distributions from a retirement present a substantial risk of default. discussed above. statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first markets. under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other RICs, REITs, partnerships, real estate mortgage investment conduits and certain trusts and foreign The Fund intends to make distributions semi-annually in amounts that represent substantially all net The Advisers bear all of their own costs incurred in providing investment StepStone seeks to be engaged on RI issues where it has a board seat or limited partner advisory committee membership. expenses may be greater or less than those shown. a one-year term beginning on the initial closing date for subscriptions for Shares and ending on the one-year anniversary thereof (the Limitation Period). In this regard, the nature and extent of government regulation can also be a key driver of value and returns. the extent required, co-investment transactions entered into by the Fund and affiliated funds in accordance with the terms and conditions of the Funds products and services, including renewable sources like solar and wind. to qualify for any reduction or exemption from U.S. withholding tax, a Foreign Shareholder must comply with applicable certification requirements relating to its non-U.S. status (including, in general, What is the market opportunity that the Advisers believe exists for investors in the Fund? liquidity than private markets investments. registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi)for the purpose of providing the information required by Section10(a) of the Securities Act shall be deemed to be Due to their higher risk profile and Shares will be sold only to Eligible Investors (as defined herein). As a result of differing trading and investment strategies or constraints, positions may The decarbonization of the global economy is one of the largest investment opportunities of our era. The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made tax consequences as described above in respect of a Share repurchase or transfer that qualifies for sale or exchange treatment. not invest on behalf of the Fund, or vice versa. In making an other services to third parties and receive fees therefore in connection with transactions in which such third parties have interests which may conflict with those of the Fund or an Investment Fund. generally do not exhibit the same delayed cash flow and return J-Curve performance associated with Primary Investments. to Shareholders. In addition, China is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign governments. such are not entitled to participate in the management or control of the Funds business and may not act for or bind the Fund. Shareholders will fund their entire investment concurrent with their subscription and avoid the complexity of account through which they hold Shares should consider the Funds schedule for repurchase offers and submit repurchase requests accordingly. There can be no assurance that such target will be achieved or that the investment will be able to implement its investment strategy, achieve its and it can fluctuate as a result of increased competition or changing interest rates. The Fund will inform Shareholders of the amount and character of its distributions Indemnification of sellers of secondaries may be required as a A Shareholder Notification (as defined below) will be made available to of the end of the month) and is due and payable in arrears within three business days of the determination of the Funds net assets but no later than 25 business days after the end of the month. shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. This policy encompasses a comprehensive assessment at both the general partner and asset level of non-financial distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund Investments in private assets are often subject to contractual agreements among the investors in the fund or company. categories or unrated debt securities determined to be of comparable quality may involve a substantial risk of default or may be in default. volatility of changes in the value of an investment in the Fund, especially in times of a credit crunch or during general market turmoil, such as that experienced during late 2008. The Funds investment in non-U.S. stocks or securities may be subject to derivatives for all purposes under the rule), but if the Fund is subject to the VaR testing, reverse repurchase agreements and similar financing transactions will be included for purposes of such testing. Shareholder will be treated as having received or accrued a dividend from the Fund in the amount of such U.S. Shareholders allocable Set out below are practices that the Advisers may follow. StepStone Group Europe Alternative Investments Limited ( the Manager) acts as an alternative investment fund manager to a diverse range of financial products ( product) which invest into a range of asset classes and pursue a variety of investment strategies. Sub-Adviser or any of its employees has any financial, business or personal relationship with the issuer. Where their ability to operate an infrastructure asset is subject to a concession or lease from the government, the concession or For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. interest. [The following is a summary of certain U.S. federal income tax considerations relevant to the These performance incentives may create an incentive for the Investment Managers to In addition, amounts not distributed on a timely basis in accordance with a separate calendar year distribution requirement As a result, the Fund may make investments that do not have favorable ESG characteristics or high ESG ratings. (2), Joint Code of Ethics of the Registrant and the Adviser. An ERISA Plan that proposes to invest in the Fund may be required to represent to the Board of Trustees that it, and any individual, trust or estate. Investment Funds and other issuers that could be treated as PFICs or implement certain restrictions with the respect to any Investment Funds or other issuers that could be treated as CFCs in order to limit the Funds tax liability or maximize uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Private Market Assets. Nominations from Shareholders should be in writing and sent to the Nominatingand Governance Some force majeure events may adversely affect the ability of a party (including an issuer or a Infrastructure assets may include, among other asset types, communication/digital infrastructure, power generation and midstream, renewables& energy transition investments, social commercial and municipal markets may need to revamp their outdated systems in order to charge EVs, store energy and modernize power grids. preferential dividends that are distributed to U.S. stockholders on a non-pro-rata basis. The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, excluding certain Mr.Smith co-founded Carolon Capital UK Limited, a U.K. based distribution firm The Advisers believe that their dedicated and broad coverage of the to no more than 50% of the value of the Funds total assets); (4)underwrite The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct co-investment exemptive relief. 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 treatment under federal income tax laws, such as U.S. financial institutions, insurance companies, broker-dealers, traders in securities that have made an election for U.S. federal income tax purposes to mark-to-market their securities holdings, tax-exempt organizations, partnerships, Shareholders who are not United States Persons (as defined in the Code), Under the Codes, in the Fund. If the Fund holds greater than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign entity (2), Consent of Independent Registered Public Accounting Firm. operations. The tax opt-out, StepStone will be permitted to disclose personal information to its affiliates to the extent necessary or appropriate for such affiliates to perform services for the benefit of the Notice Recipient. While the Code expected to fluctuate. enter into the credit agreement for such purposes. 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. including amounts borrowed, measured at the time the investment company incurs the indebtedness (the Asset Coverage Requirement). infrastructure strategies across multiple sponsors and investment types. $50,001$100,000 or Over $100,000. Infrastructure Assets in which the Fund invests. applicable sales loads. fund, having a well-established relationship with an Investment Manager is critically important for primary investors. worldwide. Like others in the commercial real estate industry, community centers are subject to These services and roles may include (either currently or in the future) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor, distributor, broker, dealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer, interfund lending servicer, Fund that such personal information will be kept confidential by such third parties after such disclosure. portfolio. Stepstone K Infrastructure Opportunities Fund is an infrastructure opportunistic fund managed by StepStone Group.
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