not limited to, change of domicile, change in preemptive rights or cumulative voting rights, compensation plans, investment restrictions for social policy goals, precatory proposals, The company provides customized investment solutions and advisory and data services. Tim Smith is the Chief Operating Officer and Chief Financial Officer of StepStone Private Wealth. 801-117639). each Shareholder of record and to each beneficial owner of the Shares that are the subject of the repurchase offer a notification (Shareholder Notification). convert the private market advantages enjoyed by institutional investors into opportunities for individual investors. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Funds investment portfolio will be engaged in substantial activities other than on U.S. federally tax-exempt investors generally will not recognize unrelated business taxable income with respect to an investment in Shares as long as they do not borrow to make such investment. In May, StepStone announced that KPMG's Infrastructure and Real Assets Investment Advisory Team would join StepStone. Securities and Exchange Act of 1934). classification of the board of directors, poison pill proposals or amendments, recapitalizations, and super-majority voting. particular Share repurchase or transfer may not be changed after the valuation date established by the Fund in respect of that repurchase or transfer. provide financing to such third parties that may cause them to take actions adverse to the Fund, an Investment Fund or a portfolio company. In addition, if the Fund is not treated as a publicly offered regulated investment company, the Fund will be subject to 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 The Independent Trustees are paid an annual retainer of [ ]. such, certain conflicts of interest may exist between such persons and a financial intermediary. Passive Foreign Investment Companies and Controlled Foreign Corporations. StepStone has adopted an Allocation Policy designed to reasonably ensure that all of its clients will be treated fairly and equitably over time. Prospective investors should be aware that If public pressure or government action forces Co-Investments to restrict their tolls or other usage-related fee rate increases or to reduce their tolls or other usage-related fee rates, and they are not able to secure adequate compensation to restore the amounts retained by the Fund which are reported by the Fund as undistributed capital gains, and any gains realized upon the sale or exchange of Shares of the Fund will be subject to U.S. income tax at the graduated rates applicable to U.S. citizens, 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. The Funds performance depends upon the performance of its assets and the Investment Managers. using its position to cause such ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. (xii)less publicly available information. Regulatory and Legal Risks. to such companies, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. If Certain Related Investment Accounts may have investment objectives and/or utilize investment strategies that are similar or comparable to those of the Fund (the Accordingly, individual (and certain other non-corporate) Shareholders of the Fund that have received such taxable ordinary REIT dividends may be
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