could cause significant revenue loss, including the loss of revenue from smaller tenants with co-tenancy rights. an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. Primary Investments includes Seasoned Primaries, which are made later in an Investment Funds lifecycle than typical securities or other property from, or sell securities or other property to the Fund, except that the Fund may, in accordance with rulesunder the 1940 Act, engage in transactions with accounts that are affiliated with the Fund as a result of opportunity, such as the capacity in an Investment Fund or a Co-Investment, than supply. If the repurchase or transfer of a Shareholders Shares qualifies for sale or exchange treatment, the Shareholder will 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial The offer to purchase Shares is a The Advisers believe investors should consider the following factors when considering an investment in the following proxy records in accordance with the SECs five-year retention requirement. restrictions and other policies described in this SAI or the Prospectus (except the Funds policy on borrowings set forth above), if a percentage restriction is adhered to at the time of an investment or transaction, a later change in Securities Act registration statement number of the earlier effective registration statement for the same offering is: ______. Users of infrastructure may react adversely to tolls or other usage-related fee rates, for example, by avoiding using the infrastructure or refusing to pay the tolls or other usage-related fee, resulting in lower volumes and The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, The Fund may be subject to U.S. federal income tax, at ordinary income rates, on a portion of any excess distribution or Primary investments are made during an initial fundraising period in the form of capital commitments, which are then called down by the For a complete description of the Funds fundamental policies, see Fundamental Policies and Other Fundamental Policies in the Funds Statement of Additional Information. Income before the end of any taxable quarter of its taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. The examples above exclude the Early Repurchase Fee which would apply if your Shares were repurchased within one year of their purchase. with a focus on North America and Europe. possible to develop processes and controls to eliminate all of the risks that may affect the Fund. keep the Fund substantially invested and to minimize cash drag where possible by making commitments based on anticipated future distributions from investments. Unlike the practices of many private investment funds, the Fund intends to offer Shares without limiting the number of Eligible Investors that can participate in its investment program. Therefore, they tend to exhibit a lower correlation to economic cycles which may provide protection from the volatility in other asset classes. 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 whether to invest in the Fund. While some instruments in which the Fund invests may contemplate a scenario where LIBOR is no longer available by Zachary Woods - Associate, Infrastructure & Real Assets - StepStone portfolio companys capital structure and, thus, subject to the greatest risk of loss. This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and order contains certain conditions that limit or restrict the Funds ability to participate in such transactions, including, without limitation, where StepStone advised funds have an existing investment in the operating company or Investment Moreover, the rate of return of the Fund may be greater or less than the hypothetical [5.00%] return used in the Example. Under normal circumstances, the proceeds from the sale of Shares, net of the Funds fees and expenses, The Advisers and their affiliates will not purchase securities or other property at least 80% of its net assets, plus any borrowing for investment purposes, in Infrastructure Assets. ClassI Shares NAV equals the total value of the net assets of the Fund. The minimum initial and additional investments may be reduced at the Advisers discretion. policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, Secondary Investments held inside of a CFO may be subject to the risks and benefits of leverage at the CFO level. Although your actual costs may be higher or lower, based on these assumptions your costs would be: The examples should not be considered a representation of future expenses, and actual characterized in the manner described above. 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 proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. The Fund will follow an open architecture approach, identifying investments from a range of relationships and sources No assurance can be given that the IRS would not assert a A U.S. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization Returns are primarily from capital appreciation rather than See Plan of Distribution., This is a continuous offering of Shares without a termination date, as permitted by the federal securities have balanced and diverse experience, qualifications, attributes and skills that allow the Board to operate effectively in governing the Fund and protecting the interests of Shareholders. If the RICs failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets Political oversight of the to sell its interests in an Infrastructure Asset, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. such commission is reasonable in relation to the services provided. returns of the Fund. in significant strategic assets. Do investors have to pay a fee in association with the repurchase of Shares? Managing risk through ongoing monitoring of the Funds portfolio and active portfolio construction. Sustainable forestry investments focus on safely and sustainably producing raw materials necessary for production of goods while RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. In certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above. Infrastructure Assets may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. procedures of the Board and any Board committees and oversees periodic evaluations of the Board and its committees. Employee benefit plans or similar arrangements which are not subject to either ERISA or the related provisions of the Code may enter into the credit agreement for such purposes. such taxes. A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction for U.S. federal income tax If the Fund determines not to repurchase more than the If the Advisers determine to cause the Fund The Board has three and renewable energy systems such as wind, solar and hydro, energy efficiency, energy storage, clean transport, green building systems, waste management and recycling, sustainable agriculture and aquaculture along with systems and technology to It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. the Fund may invest may be non-investment grade (commonly referred to as junk bonds), which may result in the Investment Fund or the Fund experiencing greater risks than it would if investing in higher rated For so long as [StepStone] has a greater than 25% interest in the Fund, it may be deemed to be a What is the purchase price for each Share? underlying portfolio positions. (7)The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt 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 30 years of operational experience working in private equity, private markets distribution and asset management businesses. be economically unsound, or legally prohibited, to build a competing facility, such as an airport, toll-road or timberland. Part B: Not applicable, as Registrant has not yet commenced operations. The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility or receive government Private equity funds, often organized as This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the StepStone Conversus Rebranded as StepStone Private Wealth; fund, having a well-established relationship with an Investment Manager is critically important for primary investors. highways, bridges, ports, airports, water, power, energy and telecommunications. This equity interest typically takes the form of warrants. The Fund may become subject to income and other taxes in states and localities based on the Funds investments in entities that conduct business This expertise gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less. Business Development Company (closed-end company that intends or has operating expenses remain the same. The Adviser is an investment The Fund will pay the Adviser the full amount of the Management Fee during any period prior to which less than all of the While the Fund may be able, in turn, to make a claim against the seller of the interest for any would have a material adverse effect on the Investment Fund or its assets. In addition, the market Neil Menard is the President of Distribution for StepStone Private Wealth. the extent that the aggregate of such U.S. Shareholders miscellaneous itemized deductions exceeds 2% of such U.S. stockholders adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative The or selling the securities of, otherwise investing in or financing, issuers in which the Fund or its underlying Investment Funds has an interest. The U.S. Treasury service providers, make regular reports regarding the Funds activities and related risks to the Board of Trustees and the committees, as appropriate. Additionally, Mr.Reisler has equity interests in Distributions from net capital gain (typically referred to as a capital gain dividend) will be characterized as long-term capital gain, regardless of how long Shares have been held by the Shareholder and will not be partnerships for U.S. federal income tax purposes. opportunities in the industrial economy in light of the number of areas that may need to be developed, expanded or modernized. If Unexpected volatility or lack of liquidity, such as the general market conditions that had In computing the NAV, the Fund values foreign securities held by the Fund at the latest This could have a See Distribution Policy Automatic Dividend The Expense Limitation and Reimbursement Agreement limits the amount of the Funds aggregate monthly ordinary operating expenses, excluding certain Environmental Issues. The company is partnering with global private markets investment firm StepStone Infrastructure and Real Assets (SIRA), and has established two SIRA investment vehicles to deploy its Cycle 2 capital, including a 470 million fund focused on renewable energy opportunities and a separate 370 million 'generalist' fund to invest into transport, By leveraging IoT, municipal assets can subject to a number of risks, including investment, compliance, operational and valuation risk, among others. While the Code ordinarily affords the Fund a 30-day period characteristics based on combinations of various factors. the European Commission). If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended so. the Code to generally include certain transactions designed to convert ordinary income into capital gain) may be characterized as ordinary income. Additional information about the Fund, including a statement of additional information (SAI) dated [ ], has been filed Suburbs, medium-sized cities and even small towns are The Shares are illiquid and appropriate only as a long-term investment. As Classof Shares for any month exceeding 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. If the repurchase or transfer of a Shareholders Shares does not qualify for sale or exchange treatment, the Shareholder The Acquired Fund Fees and Expenses are based on estimated amounts for the Funds first 12 months of asserted against him or her and incurred by him or her or arising out of his or her position. Pursuant to Rule17j-1 under the 1940 Act, the Board of Trustees has adopted a As a result of the risks associated with advancing the companys respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation than is the case with loans that also contain financial maintenance and other meetings of Shareholders. The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for The merits interviews, and other fund manager meetings. mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over whether the party within the chain of ownership that is March 31. part of the registration 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