The descriptions herein reflect Advisers’ current views and expectations and are subject to change and are qualified in their entirety by the Prospectus for the Fund. There can be no assurance that such funds will be raised or that, if raised, they achieve their objectives or avoid substantial losses.
Conversus Stepstone Private Markets (“CPRIM®”)
Inviting You Inside The Private Markets
MAY 2021
Please visit www.conversus.com for more information with respect to CPRIM
ACCREDITED INVESTORS ONLY – NOT FOR RETAIL USECPRIM provides immediate exposure to a closed-end, evergreen, tender fund structure that is registered under the Securities Act of 1933 and the
Investment Company Act of 1940
2
Disclosure
This document is meant only to provide a broad overview for discussion purposes. All information provided herein is subject to change. This document is for informational purposes only and does not constitute anoffer to sell, a solicitation to buy, or a recommendation for any security, or as an offer to provide advisory or other services by StepStone Conversus LLC (“Conversus”), StepStone Group LP (“StepStone”), StepStoneGroup Real Assets LP, StepStone Group Real Estate LP, StepStone Group Europe Alternative Investments Limited, Swiss Capital Alternative Investments AG or their subsidiaries or affiliates (collectively, the“Advisers”) in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful under the securities laws of such jurisdiction. The information contained in this document should not beconstrued as financial or investment advice on any subject matter. The Advisers expressly disclaim all liability in respect to actions taken based on any or all of the information in this document.
This document is confidential and solely for the use the Advisers and the existing and potential clients of the Advisers to whom it has been delivered, where permitted. By accepting delivery of thispresentation, each recipient undertakes not to reproduce or distribute this presentation in whole or in part, nor to disclose any of its contents (except to its professional advisors), without the prior writtenconsent of the Advisers. While some information used in the presentation has been obtained from various published and unpublished sources considered to be reliable, the Advisers do not guarantee itsaccuracy or completeness and accepts no liability for any direct or consequential losses arising from its use. Thus, all such information is subject to independent verification by prospective investors.
The presentation is being made based on the understanding that each recipient has sufficient knowledge and experience to evaluate the merits and risks of investing in private market products. All expressionsof opinion are intended solely as general market commentary and do not constitute investment advice or a guarantee of returns. All expressions of opinion are as of the date of this document, are subject tochange without notice and may differ from views held by other businesses of the Advisers.
All AUM is based on current values based on the date noted calculated in accordance with relevant valuation policies and may include both realized and unrealized investments. Due to the inherent uncertaintyof valuation, the stated value may differ significantly from the value that would have been used had a ready market existed for all of the portfolio investments, and the difference could be material. The long-term value of these investments may be lesser or greater than the valuations provided.
The Advisers, their affiliates and employees are not in the business of providing tax, legal or accounting advice. Any tax-related statements contained in these materials are provided for illustration purposesonly and cannot be relied upon for the purpose of avoiding tax penalties. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of theircitizenship, residence or domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any investments. Each prospective investor is urged to discuss anyprospective investment with its legal, tax and regulatory advisors in order to make an independent determination of the suitability and consequences of such an investment.
An investment involves a number of risks and there are conflicts of interest. Please refer to the risks at the end of this presentation.
Each of StepStone Group LP, StepStone Group Real Assets LP, StepStone Group Real Estate LP and StepStone Conversus LLC is an investment adviser registered with the Securities and Exchange Commission(“SEC”). StepStone Group Europe LLP is authorized and regulated by the Financial Conduct Authority, firm reference number 551580. StepStone Group Europe Alternative Investments Limited (“SGEAIL”) is anSEC Registered Investment Advisor and an Alternative Investment Fund Manager authorized by the Central Bank of Ireland and Swiss Capital Alternative Investments AG (“SCAI”) is an SEC Exempt ReportingAdviser and is licensed in Switzerland as an Asset Manager for Collective Investment Schemes by the Swiss Financial Markets Authority FINMA. Such registrations do not imply a certain level of skill or trainingand no inference to the contrary should be made.
In relation to Switzerland only, this document may qualify as "advertising" in terms of Art. 68 of the Swiss Financial Services Act (FinSA). To the extent that financial instruments mentioned herein are offered toinvestors by SCAI, the prospectus/offering document and key information document (if applicable) of such financial instrument(s) can be obtained free of charge from SCAI or from the GP or investmentmanager of the relevant collective investment scheme(s). Further information about SCAI is available in the SCAI Information Booklet which is available from SCAI free of charge.
Foreside Fund Services, LLC, a FINRA-registered broker-dealer, will act as Distributor.
All data is as of May 2021 unless otherwise noted.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. ACTUAL PERFORMANCE MAY VARY.
Before investing you should carefully consider the Fund’s investment objectives, risks, charges and expenses. This and other information is in the prospectus, a copy of which may be obtainedfrom Conversus StepStone Private Markets at 704.215.4300. An investor should read the prospectus carefully before investing (link to prospectus). Investors should also review the materialavailable on www.conversus.com with respect to Conversus StepStone Private Markets.
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective under theSecurities Act of 1933. This communication shall not constitute an offer to buy or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or salewould be unlawful prior to registration or qualification under securities laws of any such state. An indication of interest in response to this advertisement will involve no obligation or commitment of any kind.
3
Uncertainty in the Public Markets is Creating Challenges For Investment Portfolios
Public markets may be challenged to deliver meaningful returns in the years to come
How can you reduce uncertainty, generate meaningful returns and achieve diversification?
Muted Return Expectations in the
Public Markets1
Volatility Creates Concern for Investors2
Traditional Allocations Need to Evolve3
1. BlackRock Investment Institute, November 2020. Data as of September 30, 2020. Assumes a 60/40 portfolio average returns over next 10 years using 60% MSCI USA Index and 40% Bloomberg BarclaysU.S. Aggregate Index.
2. Source: CNBC: Volatility just had its biggest spike since June, and analyst says it's a warning investors should not ignore, Feb. 1, 2021.3. iCapital: Multi-Asset Diversification: A Nice to Have Is Now A Need to Have, Nov. 4, 2020.
4
Comprehensive Private Markets Solution
Conversus was formed to convert the private markets advantages enjoyed by institutional investors into opportunities for high net worth investors and smaller institutions
CPRIMA C O M P R E H E N S I V E A P P R O A C H
Low Fees and Investment Minimums
Seeking Attractive Return and Yield Targets
Complete Exposure to the Private Markets
Private Equity, Real Assets and Private Debt
Open Architecture
Access to top investment managers globally
CONVERSUS Wholly-owned business of StepStone
▪ Adviser to the Fund
STEPSTONEGlobal leader in private markets investing
▪ Sub-Adviser to the Fund
CPRIM leverages StepStone’s global private
markets investment strengths and proprietary research alongside Conversus’ substantial experience in the private wealth markets
P O W E R F U L C O M B I N AT I O N O F C O N V E R S U S A N D S T E P S T O N E
5
Why Invest in the Private Markets?
Much of the growth, value creation and opportunity has been taking place in the private vs. public markets
1. Pitchbook, December 2020. Note: Includes only US-based issuers listing on US exchanges and excludes SPAC’s in 2020.2. Siblis Research, Preqin, December 2019. Notes: Net asset value (NAV) = AUM less dry powder. Total market capitalization of U.S. listed companies.3. Gartner Consulting, Pitchbook, S&P LCD, L.P., JP Morgan Asset Management June 2020.
CURRENT BLEND OF US PRIVATE VS. PUBLIC COMPANIES3
91%
9%
Private Companies Public Companies
U.S. PRIVATE EQUITY NAV & PUBLIC EQUITIES MARKET CAPITALIZATION2NUMBER OF US IPOs PER YEAR1
Companies have been staying private 2-3x longer
More growth has taken place in the private markets
10x more private than public companies
2.5x
6.7x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
U.S. Public Market CapitalizationU.S. Private Equity NAV
0
100
200
300
400
500
600
700
800
900
Number of IPOs
6
How Are The Most Sophisticated Institutions Investing?
Institutional investors maintain significant private markets allocations
20%
25%
30%
35%
0%
5%
10%
15%
20%
25%
30%
35%
40%
Public Pension Funds Sovereign Wealth Funds Endowment Plan Single Family Office
CURRENT TARGET ALLOCATION TO PRIVATE MARKET ALTERNATIVES
Please note, the investment horizon of these types of institutional investors may be in perpetuity, which tends to be longer than for individual investors.
Source: Preqin. Cap Gemini World Wealth Report 2019. Note: Represents average target minimum allocation to alternatives by institution type.
7
Private Market Performance Requires Access and Information
In Private Markets, a commitment to open architecture, data intelligence and a network of
relationships provides access to who we believe are top performing managers that may have a
distinct advantage
PRIVATE & PUBLIC MANAGER PERFORMANCE RANGE1
Global Public Equities
Global Public Bonds
US Non-Core Real Estate
Infrastructure Global Private Equity
25%
20%
15%
10%
5%
0%
-5%
22.0%
3.4%
10.9%
2.9%
14.9%
2.3%
5.3%
2.9%
13.4%
10.4%
Average returns
The dispersion* of returns that exists between the top and bottom quartile
private equity managers is much greater than public equity and debt managers
*Dispersion refers to the range of potential outcomes of investments based on historical volatility or returns. In the chart above, the dispersion between the top and bottomperforming private equity managers has been much greater than the dispersion between top and bottom performing public equity managers.
Source: JP Morgan, June 30, 2019. Based on returns from 2009-2018.
8
Significant capital allocated to the private markets annually
A L L O C A T E D A N N U A L L Y 2
Fund managers vying for a piece of the $50B+ Stepstone controls
D E A L S S O U R C E D 4
A S S E T S U N D E R M A N A G E M E N T ( A U M ) 1
M A N A G E R M E E T I N G S 3
Deep relationships established & continuous dialogue with hundreds of fund managers
A S S E T S U N D E R A D V I S E M E N T ( A U A ) 1
About StepStone
StepStone is one of the largest private market investment managers in the world with
unparalleled access to deal flow
All dollars are USD. 1. $333B indicates total assets which includes $80B+ in assets under management as of December 31, 2020. Reflects final data for the prior period (September 30, 2020), adjusted for net new client account
activity through December 31, 2020. Does not include post-period investment valuation or cash activity.2. StepStone committed over $50B+ in 2020. Represents StepStone-approved investment commitments on behalf of discretionary and non-discretionary advisory clients. Excludes clientele that receive
research-only, non-advisory services. Ultimate client investment commitment figures may vary following completion of final GP acceptance/closing processes.3. 12 months ending December 31, 2020.4. 12 months ending December 31, 2020. Includes all of StepStone’s private markets asset classes: Private Equity, Private Debt and Real Assets.
9
More Data, More Intelligence, Better Decision Making
StepStone utilizes its proprietary suite of integrated data and technology solutions to
perform more comprehensive due diligence and make better investment decisions
1. As of January 6, 2021.
Perform more comprehensive due diligence
StepStone’s proprietary private markets database, SPITM, tracks information:1
FundsPrivate Companies Fund Managers
Identify high potential
opportunities
Make better investment decisions
10
Why Consider CPRIM?
CPRIM is a core private market holding, which may provide high net worth individuals and smaller institutions with fully diversified exposure to the private markets, available
via a convenient, efficient and transparent product
Securities in the private markets lack the daily price transparency of securities in the public markets.There are no assurances these objectives will be met. CPRIM may be considered speculative, has substantial costs and is not suitable for all investors. The investment’s share price is evaluated lessfrequently which does not indicate stability in the value of the underlying assets. Investors will have limited liquidity. CPRIM is not obligated to redeem any shares, and approval is at the Board of Trustees’discretion. The share redemption plan is subject to other limitations, and the Board may modify, suspend or terminate the plan.
Convenient Efficient
Transparent
Meaningful Target Returns
Private MarketsAccess
GloballyDiversified
Globally diversified private market investments in one fund
Intends to provide long term growth & income
StepStone’s scale, deal flow & information advantage
Potential outperformance of the public markets and insulation from daily public market volatility
11
CPRIM Investment Strategy
CPRIM’s investment strategy provides global exposure to all major private market
asset classes in one open architecture solution
For illustrative purposes only. There is no guarantee that these allocation targets will be achieved. The Advisers at their discretion may increase or decrease the target percentage allocations described above and, the charts shown illustrate the Advisers targets for the early years of CPRIM operations.
Primary
Co-Investment
Secondary
0%-15%
0%-25%
60%-80%
Target Strategy
Private Debt
Real Assets
Private Equity
0%-5%
25%-40%
40%-60%
Target Asset Class
PRIVATE EQUITY
• Secondary Funds
• Small Buyout
• VC & Growth Equity
• Large/Mid-Cap Buyout
• Distressed & Restructuring
• Energy
REAL ASSETS
• Clean Energy/Renewables
• Power & Utilities
• Telecommunications
• Transport
• Asset Leasing Strategies
• Agriculture & Timber
• Core Real Estate
• Core Plus Real Estate
• Opportunistic Real Estate
• Value-Add Real Estate
• Corporate Private Debt
• Infrastructure Private Debt
• Real Estate Private Debt
• Specialty Finance
PRIVATE DEBT
12
Challenges Accessing the Private Markets
Historically, it has been difficult for high net worth individual investors and smaller institutions to get diversified exposure to the private markets
High Investment Minimums & Suitability Requirements
Illiquidity & Unpredictable Cash Flows
K-1 Complexity & Tax Reporting Delays1
Lack of Transparency, Manager Access & Diversification
Market Saturated by Single-Manager Products
1. K-1’s offer potential tax flow-through benefits for investors but also require added complexity.
13
Simplifying The Investor Experience
Investment objectives and fund structure provide features desired by high net worth
individuals and smaller institutional investors
For illustrative purposes only.1. The Fund is not obligated to redeem any shares, and approval is at the Board of Trustees’ discretion. The share redemption plan is subject to other limitations, and the Board may modify, suspend or
terminate the plan. Please see the Prospectus for a full discussion regarding liquidity/share repurchase limitations.
INVESTOR FRIENDLY FEATURES CPRIM
QUARTERLY REDEMPTION OFFER1
NO CPRIM-LEVEL CARRIED INTEREST
MONTHLY NAV
NO CAPITAL CALLS
1099 TAX REPORTING
LOW INVESTMENT MINIMUM OF $50K
ACCREDITED INVESTOR ELIGIBLE
CPRIMA C O M P R E H E N S I V E A P P R O A C H
Low Fees and Investment Minimums
Seeking Attractive Return and Yield Targets
Complete Exposure to the Private MarketsPrivate Equity, Real Assets and Private Debt
Open ArchitectureAccess to top investment managers globally
14
Portfolio Overview – March 2021
Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment willfluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than theperformance data quoted. For the most recent month end performance please call (704) 215-4300 or visit www.conversus.com.
Assets Under Management1 Portfolio Companies Investment Funds Fund Managers
Fund PerformanceNet Asset Value
(as of 3/31/2021)Monthly Return YTD Return
Total Return Since Inception2
CLASS I $32.73 3.0% 4.8% 30.9%
CLASS D (No Sales Load) $32.70 3.0% 4.7% 30.8%
CLASS D (With Sales Load)3 $32.70 1.5% 3.2% 28.8%
CLASS S (No Sales Load) $32.73 3.0% 4.8% 30.9%
CLASS S (With Sales Load)3 $32.73 -0.6% 1.1% 26.3%
CLASS T (No Sales Load) $32.73 3.0% 4.8% 30.9%
CLASS T (With Sales Load)3 $32.73 -0.6% 1.1% 26.3%
The information herein reflects the Advisers’ current views and expectations which are subject to change and will be qualified in their entirety by the Prospectus (“Prospectus”) for the Fund. There can beno assurance that this Fund will achieve its objectives or avoid substantial losses.1. AUM as of April 1, 2021 and all other information as of March 31, 2021.2. The date of inception for all share classes is October 1, 2020 with an initial starting NAV of $25.00.3. Assumes payment of the full upfront sales charge at initial subscription (1.5% for Class D shares; 3.5% for Class S and Class T shares).4. Stated as a percentage of CPRIM’s private market investments, generally at the private assets fund level as reported by the relevant fund manager. At March 31, 2021, private markets investments
comprised 86% of CPRIM’s NAV, with the remainder invested primarily in cash and cash equivalents. Secondary Strategy amount of 82% includes approximately $200,000 of related primary fundinvestments NAV.
92%
8%
Asset Class4
Private Equity Real Assets
82%
18%
Strategy4
Secondary Co-Investment
82%
16%
2%
Geography4
North America Europe ROW
15
Like large institutions,
advisors can meet these challenges
with a convenient, efficient and transparent
product
Why Invest Now?
We believe CPRIM, as a core private markets holding, may provide attractive returns,
reduce daily volatility and ultimately enhance portfolio outcomes1
We believe public market returns are likely to be muted and volatility has
returned
A traditional 60%/40% allocation
may not provide risk mitigation and
returns over the next 10 years
Private Markets have historically helped to reduce
uncertainty, generate
meaningful returns & achieve
diversification
1. Securities in the private markets lack the daily price transparency of securities in the public markets.
16
Next Steps
Visit Conversus.com or call 704-215-4300
Identify your appropriate clients
Engage with your Conversus Regional Director
Consider your client’s allocations
APPENDIX
18
Key Terms
PRODUCT CPRIM is a comprehensive solution that seeks to provide substantial diversification through its open architecture
across private markets asset classes, access to historically top-tier managers, long-term capital appreciation and
current income
STRUCTURE CPRIM provides immediate exposure to a closed-end, evergreen, tender fund structure that is registered under
the Securities Act of 1933 and the Investment Company Act of 1940
ELIGIBILITY Accredited Investors
DISTRIBUTIONS CPRIM plans to begin paying distributions quarterly beginning no later than the first quarter of 2022. Subject to
board approval, CPRIM will distribute substantially all net capital gains and investment income annually. At this
time, there is no guarantee that CPRIM can or will pay distributions or any of the income will be derived from
return of capital
SHARE REDEMPTIONS CPRIM will commence quarterly redemptions of up to 5% of the Fund’s NAV beginning no later than the first
quarter of 20221
MANAGEMENT FEE 1.40% per year on CPRIM’s NAV, calculated and paid monthly in arrears
INVESTMENT REPORTING Monthly NAV and performance reporting
TAX REPORTING Form 1099-DIV or 1099-B
SHAREHOLDER SPECIFIC FEES CLASS I CLASS D CLASS S CLASS T
MAXIMUM SALES LOAD None 1.50% 3.50% 3.50%
DISTRIBUTION/SHAREHOLDER SERVICING FEES None 0.25% 0.85% 0.85%
MINIMUM INVESTMENT $1,000,000 $50,000 $50,000 $50,000
MINIMUM FOLLOW-ON INVESTMENT $100,000 $5,000 $5,000 $5,000
1. CPRIM is not obligated to redeem any shares and approval of redemptions is at the Board of Trustees' discretion. The amount of distributions that the fund may pay, if any, is uncertain. Distributionsfrom the fund, if approved, may be made from sources other than income, such as borrowings or return of capital. The Board may modify, suspend or terminate the plan.
19
CPRIM Investment
TRANSACTION OVERVIEW
Close Date October 2020
Transaction Type LP Interests
GPs / Funds / Assets 1 GP / 2 Funds / 26 Companies
Vintage Year(s) 2012, 2016
Asset Class Private Equity
Strategy Global Buyout
Regions Europe
Attractive Underlying Portfolio Companies
o Portfolio of healthy companies possessing embedded value and entering their harvest phase
o More than 50% of exposure in durable industries, such as healthcare and IT
o COVID-19 pandemic has had a limited impact on the portfolio
Transaction Dynamics
o Strong GP with significant expertise in the underlying industries
o We believe the GP has an experienced and cohesive team with a performance-oriented culture
o StepStone had an information advantage, having already completed a successful co-investment with the GP
KEY INVESTMENT HIGHLIGHTS
CPRIM purchased two LP interests managed by a global buyoutfirm. StepStone carved out the interests from a broaderportfolio sale conducted by a public pension fund.
DEAL SUMMARY
INDUSTRY EXPOSURE
35%
16%15%
8%
13%
6%5%
2%
Healthcare
IT
Business Services
Communication
Financials
Industrials
Consumer Staples
Consumer Disc.
Estimated based on underlying fund financial information as of October 2020. Past performance is not necessarily indicative of future results and there can be no assurance that any StepStone fund will achieveits objectives or avoid substantial losses. The opinions expressed herein reflect the current opinions of StepStone as of the date appearing in this material only. There can be no assurance that views andopinions expressed in this document will come to pass. No representation or warranty is made as to the returns which may be experienced by investors.
20
CPRIM Investment
Attractive Underlying Portfolio Companies
o Market leading medical device and biotechnology companies
o Key asset manufactures highly specialized and mission critical devices
o Largest asset has experienced double digit organic growth since 2005 and maintains industry leading EBITDA margins
Transaction Dynamics
o GP has exclusively produced 1st quartile funds since 2001
o GP has historically had a below market loss ratio
o Attractive structure and deal terms
KEY INVESTMENT HIGHLIGHTS
CPRIM participated in a continuation fund of three high-qualityassets, managed by a top performing GP. The GP believes theseassets possess a significant opportunity for value creation andsought to continue controlling them beyond the duration oftheir current fund structures.
DEAL SUMMARY
INDUSTRY EXPOSURE
100%
Healthcare
TRANSACTION OVERVIEWClose Date October 2020
Transaction Type GP-Led Recapitalization
GPs / Funds / Assets 1 GP / 3 Funds / 3 Companies
Vintage Year(s) 2006, 2011, 2014
Asset Class Private Equity
Strategy Growth Equity Healthcare
Regions North America
Estimated based on underlying fund financial information as of October 2020. Past performance is not necessarily indicative of future results and there can be no assurance that any StepStone fund will achieveits objectives or avoid substantial losses. The opinions expressed herein reflect the current opinions of StepStone as of the date appearing in this material only. There can be no assurance that views andopinions expressed in this document will come to pass. No representation or warranty is made as to the returns which may be experienced by investors.
21
CPRIM Investment
100%
Financial Services
INDUSTRY EXPOSURE
Attractive Underlying Portfolio Company
o One of the largest and most respected financial advisory firms in the U.S.
o The company has been growing net new assets above the market average
o We believe a high advisor retention rate has led to very sticky recurring revenue
Transaction Dynamics
o GP agreed to favorable terms creating strong alignment of interest with LPs
o We believe financial services has been the GP’s best performing vertical at the time of the investment
o StepStone has completed multiple successful co-investments with the GP over several years
KEY INVESTMENT HIGHLIGHTS
CPRIM acquired an indirect interest in a financial servicescompany via a continuation vehicle with a middle market GPfocused on growth-oriented investments. The GP believes thereis significant value to be generated at the company and desiredto continue owning/controlling the asset and secure follow-oncapital to help fund M&A in a fragmented industry.
DEAL SUMMARY
Estimated based on underlying fund financial information as of October 2020. Past performance is not necessarily indicative of future results and there can be no assurance that any StepStone fund will achieveits objectives or avoid substantial losses. The opinions expressed herein reflect the current opinions of StepStone as of the date appearing in this material only. There can be no assurance that views andopinions expressed in this document will come to pass. No representation or warranty is made as to the returns which may be experienced by investors.
TRANSACTION OVERVIEWClose Date October 2020
Transaction Type Single Asset Secondary
GPs / Funds / Assets 1 GP / 1 Fund / 1 Company
Vintage Year(s) 2016
Asset Class Private Equity
Strategy Middle/Large Buyout
Regions North America
22
Tender Fund Structure Matches CPRIM Investment Strategy
CPRIM TENDER FUND INTERVAL FUND
INVESTMENT STRATEGY
ALL PRIVATE MARKET ASSETS:PRIVATE FUNDS + CO-INVESTMENTS
TYPICALLY LIMITED TO 15% PRIVATE FUNDS AND HOLDS SUBSTANTIAL LIQUID ASSETS
REDEMPTIONS QUARTERLY AT BOARD OF TRUSTEE’S DISCRETION REQUIRED AT 3, 6, OR 12 MONTH INTERVALS
AMOUNT/PRICE OF REDEMPTIONS
5% PER QUARTER / AT NAV PRE-SET AT 5 -25% IN EACH INTERVAL / AT NAV
LIQUIDITY REQUIREMENT
NONEMINIMUM LIQUIDITY REQUIREMENTS TYPICALLY CREATE
CASH DRAG
SUBSCRIPTIONS AND NAV
MONTHLY AT LEAST WEEKLY, OFTEN DAILY
INVESTOR SUITABILITY
ACCREDITED INVESTORSTYPICALLY NONE, BUT ALSO LIMITED TO ACCREDITED
INVESTORS IF 15%+ PRIVATE FUND INVESTMENTS
• CPRIM is designed to provide investors with the illiquidity premium1 of private assets in a highly diversified portfolio, which requires substantial utilization of private fund investments2 in addition to co-investments.
• The flexibility of the tender fund structure is designed to allow CPRIM with the potential to meet these goals while providing regular redemptions at NAV1.
• The tender fund structure matches CPRIM’s investment strategy better than an interval fund.
1. CPRIM is not obligated to redeem any shares, and approval is at the Board of Trustees’ discretion. The share redemption plan is subject to other limitations, and the Board may modify, suspend orterminate the plan. Please see the Prospectus for a full discussion regarding liquidity/share repurchase limitations.
2. Private fund Investments includes both primary fund commitments and secondary purchases of private markets funds.
23
Subscription Process
CPRIM accepts monthly subscriptions from accredited investors which become effective
as of the first calendar day of the following month
SUBSCRIPTION PROCESS ROADMAP
Shareholder ApplicationShareholder funds submitted at least three business days before the trade date and placed in escrow account.
Final NAV
The Trade Date is the first business day of the calendar month.
Shareholder Funds
On approximately the tenth business day of each month, the trade date NAV is finalized.
Shares Issued
Trade Date
After NAV is published, shares are issued to shareholders.
Shareholder application is submitted at least five business days before the trade date.
T-5 Days T-3 Days Trade Date
T+11 DaysT+10 Days
24
Redemption Process
The Board of CPRIM initiates quarterly tender offers at NAV. Investors may elect to
participate, subject to a limit of 5% of total shares outstanding1
REDEMPTION PROCESS ROADMAP
1. CPRIM is not obligated to redeem any shares, and approval is at the Board of Trustees’ discretion. The share redemption plan is subject to other limitations, and the Board may modify, suspend orterminate the plan. Please see the Prospectus for a full discussion regarding liquidity/share repurchase limitations.
Share Redemption OfferShareholders submit redemption requests.
Redemption Accepted
Shareholder Election
Notice of number of shares accepted issued to shareholders. Value of shares to be determined as of Valuation Date at end of quarter.
Valuation Date
Redemptions funded to shareholders following the determination of NAV approximately 10 business days after quarter-end.
Notice to shareholders regarding next quarterly redemption opportunity.
Quarter End (“QE”) -120 Days QE-90 Days QE-30 Days
Quarter EndQE-20 Days
Shareholders may withdraw redemption request upon written notice to CPRIM.
Shareholder Withdrawal Date
25
An investment in the Fund involves material risks. Investing in the shares may be considered speculative and involves a high degree of risk, including the risk of the loss ofyour investment. The Shares are illiquid and appropriate only as a long-term investment.
• The Fund’s performance depends upon the performance of the underlying investment managers and the selected private market assets.
• Underlying investments involve a high degree of business and financial risk that can result in substantial losses.
• The securities in which an investment manager may invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest riskof loss.
• An investment manager’s investments, depending upon strategy, may be in companies or other assets whose capital structures are highly leveraged.
• The Fund will allocate a portion of its assets to multiple investment funds, and shareholders will bear two layers of fees and expenses: management fees andadministrative expenses at the Fund level, and asset-based management fees, carried interests, incentive allocations or fees and expenses at the Investment Fund level.
• Shareholders will have no right to receive information about the investment funds or investment managers, and they will have no recourse against investment funds ortheir investment managers.
• The Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 but may be subject to substantial tax liabilities if it fails to soqualify.
• A significant portion of the Fund’s investments will likely be priced by investment funds in the absence of a readily available market and may be priced based ondeterminations of fair value, which may prove to be inaccurate.
• The shares are an illiquid investment. There is no market exchange available for shares of the Fund thereby making them difficult to liquidate.
• Possible utilization of leverage, as limited by the requirements of the 1940 Act, may increase the Fund’s volatility.
Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if it can sustain acomplete loss of its investment. A discussion of the risks associated with an investment in the Fund can be found under “Types of Investments and Related Risks” and “OtherRisks” in the Fund’s Prospectus.
Risks Associated with Investments. Identifying attractive investment opportunities and the right underlying fund managers is difficult and involves a high degree ofuncertainty. There is no assurance that the investments will be profitable and there is a substantial risk that losses and expenses will exceed income and gains.
Restrictions on Transfer and Withdrawal; Illiquidity of Interests; Interests Not Registered. The investment is highly illiquid and subject to transfer restrictions and should onlybe acquired by an investor able to commit its funds for a significant period of time and to bear the risk inherent in such investment, with no certainty of return. Interests inthe investment have not been and will not be registered under the laws of any jurisdiction. Investment has not been recommended by any securities commission orregulatory authority. Furthermore, the aforementioned authorities have not confirmed the accuracy or determined the adequacy of this document.
Limited Diversification of Investments. The investment opportunity does not have fixed guidelines for diversification and may make a limited number of investments.
Reliance on Third Parties. The Advisers will require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, brokers,custodians, consultants and other agents and failure by any of these third parties to perform their duties could have a material adverse effect on the investment.
Risks and Other Considerations
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Reliance on Managers. The investment will be highly dependent on the capabilities of the underlying investment managers.
Risk Associated with Portfolio Companies. The environment in which the investors directly or indirectly invests will sometimes involve a high degree of business and financialrisk. StepStone generally will not seek control over the management of the portfolio companies in which investments are made, and the success of each investmentgenerally will depend on the ability and success of the management of the portfolio company.
Uncertainty Due to Public Health Crisis. A public health crisis, such as the recent outbreak of the COVID-19 global pandemic, can have unpredictable and adverse impacts onglobal, national and local economies, which can, in turn, negatively impact StepStone and its investment performance. Disruptions to commercial activity (such as theimposition of quarantines or travel restrictions) or, more generally, a failure to contain or effectively manage a public health crisis, have the ability to adversely impact thebusinesses of the Advisers’ investments. In addition, such disruptions can negatively impact the ability of the Advisers’ personnel to effectively identify, monitor, operateand dispose of investments. Finally, the outbreak of COVID-19 has contributed to, and could continue to contribute to, extreme volatility in financial markets. Such volatilitycould adversely affect the Advisers’ ability to raise funds, find financing or identify potential purchasers of its investments, all of which could have material and adverseimpact on the Advisers’ performance. The impact of a public health crisis such as COVID-19 (or any future pandemic, epidemic or outbreak of a contagious disease) isdifficult to predict and presents material uncertainty and risk with respect to the Advisers’ performance.
Taxation. An investment involves numerous tax risks. Please consult with your independent tax advisor.
Conflicts of Interest. Conflicts of interest may arise between the Advisers and investors. Certain potential conflicts of interest are described below; however, they are by nomeans exhaustive. There can be no assurance that any particular conflict of interest will be resolved in favor of an investor.
Allocation of Investment Opportunities. StepStone currently makes investments, and in the future will make investments, for separate accounts having overlappinginvestment objectives. In making investments for separate accounts, these accounts may be in competition for investment opportunities.
Existing Relationships. The Advisers and its principals have long-term relationships with many private equity managers. StepStone clients may seek to invest in the pooledinvestment vehicles and/or the portfolio companies managed by those managers.
Carried Interest. In those instances where the underlying portfolio fund managers receive carried interest over and above their basic management fees, receipt of carriedinterest could create an incentive for the portfolio fund managers to make investments that are riskier or more speculative than would otherwise be the case. StepStonedoes not receive any carried interest with respect to advice provided to, or investments made on behalf, of its advisory clients.
Other Activities. Employees of the Advisers are not required to devote all of their time to the investment and may spend a substantial portion of their time on matters otherthan the investment.
Material, Non-Public Information. From time to time, the Advisers may come into possession of material, non-public information that would limit their ability to buy and sellinvestments.
The Fund was formed in 2020 and has limited performance history.
Risks and Other Considerations (cont.)
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Accredited Investor. As defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933. An "accredited investor" includes a natural person with a networth (or a joint net worth with that person's spouse), excluding the value of such natural person’s primary residence, in excess of $1 million, or income in excess of$200,000 (or joint income with the investor’s spouse in excess of $300,000) in each of the two preceding years and has a reasonable expectation of reaching the sameincome level in the current year; and certain legal entities with total assets exceeding $5 million.
Capital Call. A funding notice for all or a portion of capital committed by an investor under an existing capital commitment. Capital commitments are often funded over timein separate capital contribution installments which, the general partner designates by making capital calls on an as-needed basis to make investments and to pay fees andexpenses over the life of the fund
Carried Interest. A share of profits that the general partners of private market funds receive as compensation.
Co-investment. Direct investments in the equity and/or debt of operating companies, projects or properties, typically through an investment alongside a private marketsfund.
J-Curve. A concept that during the first few years of a private markets fund, cash flow or returns are negative due to investments, losses, and start-up costs; but asinvestments produce results, the cash flow or returns will move upward so that a graph of cash flow or returns versus time would resemble the letter "J.“
Net Asset Value. A calculation of assets minus liabilities, plus or minus the value of open positions when marked to market.
Primary Funds. Investment in newly formed private market investment funds.
Private Debt. Includes senior secured lending, mezzanine financing as well as more opportunistic debt strategies such as distressed for control.
Private Equity. Investments typically made in private companies through bespoke, privately negotiated transactions, including buyout, venture capital and growth equityinvestments.
Private Markets. Includes the asset classes of Private Equity, Private Debt and Real Assets as well as the different investment structures of Secondary Purchases, Co-Investments and Primary Funds.
Real Assets. Investments in infrastructure, real estate, renewables and energy infrastructure, natural resources, and asset-backed strategies.
Secondary Purchases. Purchasing existing private market fund commitments from an investor seeking liquidity in such fund prior to its termination.
Defined Benchmarks:
S&P 500 Index. The index is an unmanaged capitalization-weighted index consisting of 500 of the largest capitalization U.S. common stocks and is a gauge of the US equitymarkets. The returns of the S&P 500 include the reinvestment of dividends.
Bloomberg Barclays US Corporate Bond Index. The benchmark measures the investment grade, fixed-rate, taxable corporate bond market and includes USD-denominatedsecurities publicly issued by US and non-US industrial, utility and financial issuers. The index is used to evaluate the performance of the US corporate debt market. Thereturns of the index include the reinvestment of interest and principal payments.
Glossary
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