Item 5.
As explained in Item 5 above, the Affiliated General Partner or its employees may
receive fees relating to the Funds’ investments including transaction, advisory, or
other similar fees from the entities invested in by the Funds. Such fees are
generally allocated to the Fund investing in such portfolio companies.
While not a “related person,” certain strategic Investors in the Funds (the
“Strategic Limited Partners”) own a non-voting minority equity interest in
Clairvue and the Affiliated General Partner entitling the Strategic Limited
Partners to participate in the net income of Clairvue and the Affiliated General
Partner. As an equity owner, the Strategic Limited Partners will participate
ratably in capital transactions involving Clairvue and the Affiliated General
Partner. The Strategic Limited Partners have limited veto and consultation rights
with respect to certain Clairvue and Affiliated General Partner decisions
(consistent with its minority equity interest), but have no input into or control over
Clairvue’s management or trading with respect to the Funds or any other
investment vehicle managed by Clairvue or its affiliates.
The Strategic Limited Partners are a managed by a common general partner (the
“Strategic General Partner”). Affiliates of the Strategic General Partner own
broker-dealers, banks, insurance companies and other subsidiaries involved in
financial services. The Strategic General Partner manages investment funds,
including funds proprietary to the Strategic General Partner, that may pursue
investment objectives similar to those of the Funds. The Strategic General Partner
may also manage discretionary accounts, in which the Funds have no interest,
some of which may have investment objectives similar to the Funds. Conflicts of
interest between the Funds and these affiliated entities of the Strategic General
Partner which include, but are not limited to, those described herein, may exist.
The Strategic Partner is an investor in the Funds, which mitigates any potential
conflict created by the above situation as the Strategic Limited Partner’s interests
are aligned with those of the Funds.
Clairvue has the right to enter and has entered into agreements, such as side
letters, with Investors. These agreements have the effect of establishing rights
under, altering or supplementing the terms of the Fund Documents in a manner
more favorable to such Investors. Certain side letter terms may be granted to
incentivize or permit Investors to invest with Clairvue, invest certain amounts or
invest with Clairvue in the future. In certain circumstances, as set forth in the
applicable Fund Documents, Investors may be entitled to receive substantively the
same materials rights as the rights granted in the side letters. All such
modifications are disclosed to the relevant Investors prior to investment in the
respective Fund.
All employees of Clairvue are employees of StepStone. A related entity of
StepStone is a registered investment adviser with the SEC. Clairvue manages any
potential conflict of interest by remaining an independent investment adviser with
separate and distinct offices and technological infrastucture from StepStone.
Further, StepStone does not provide any investment advice to Clairvue’s existing
Funds. Clairvue maintains control over its day to day operations. In addition, all
Investors have been informed of this relationship with StepStone.
Certain supervised persons of Clairvue sit on the board of directors of a related
entity of StepStone and retain an equity interest therein. This conflict of interest
is mitigated by the fact that such supervised persons will commit the majority of
their time and investment related activity to StepStone. Their responsibilities in
relation to Clairvue will be purely portfolio management, monitoring and
reporting. In their capacity as supervised persons of Clairvue, such employees
will continue to be subject to the Code of Ethics and required to act in the best
interest of the Funds.
Item 10.D If you recommend or select other investment advisers for your clients and
you receive compensation directly or indirectly from those advisers that
creates a material conflict of interest, or if you have other business
relationships with those advisers that create a material conflict of interest,
describe these practices and discuss the material conflicts of interest these
practices create and how you address them.
As noted above, Clairvue may recommend that its clients invest in funds or other
multi-asset vehicles (PERE Vehicles) managed by other advisers. Clairvue and its
affiliates may have a conflict of interest recommending the other advisers to
clients in that Clairvue in certain cases may have a financial interest (including
but not limited to receipt of management fees, or incentive fees) that could create
an incentive for Clairvue to recommend such investments over other, more
suitable investments from which Clairvue derives no supplemental financial
benefit. Clairvue mitigates such potential conflicts through disclosure to clients,
and adherence to its allocation policy and Code of Ethics. Clairvue’s investment
recommendations and decisions made on behalf of the Funds are determined by a
vote of the members of the investment committee. Clairvue clients may be subject
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