UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-23480

 

 

Conversus StepStone Private Markets

(Exact name of registrant as specified in charter)

 

 

128 S Tryon St., Suite 880

Charlotte, NC 28202

(Address of principal executive offices) (Zip code)

 

 

Robert W. Long

Chief Executive Officer

StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (704) 215-4300

Date of fiscal year end: March 31, 2022

Date of reporting period: March 31, 2022

 

 

 


Item 1. Reports to Stockholders.


 

 

Conversus StepStone Private Markets

Consolidated Financial Statements

March 31, 2022

Annual Report


Conversus StepStone Private Markets

Annual Report

March 31, 2022

Table of Contents

 

Conversus StepStone Private Markets

     Page  

Manager’s Discussion and Analysis of Fund Performance (unaudited)

     1  

Report of Independent Registered Public Accounting Firm

     5  

Consolidated Schedule of Investments

     6  

Consolidated Financial Statements

  

Consolidated Statement of Assets and Liabilities

     10  

Consolidated Statement of Operations

     11  

Consolidated Statements of Changes in Net Assets

     12  

Consolidated Statement of Cash Flows

     13  

Consolidated Financial Highlights

     14  

Notes to Consolidated Financial Statements

     18  

Trustees and Officers (unaudited)

     31  

Approval of Investment Advisory and Sub-Advisory Agreements (unaudited)

     33  

 

The Fund files its complete schedule of investments with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at http://www.sec.gov.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, as well as information relating to how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling (704) 215-4300; or on or through the Fund’s website at https://www.conversus.com/cprim-documents; or both; and (ii) on the Commission’s website at http://www.sec.gov.


Conversus StepStone Private Markets

Manager’s Discussion and Analysis of Fund Performance

March 31, 2022 (unaudited)

About Conversus and CPRIM

Conversus StepStone Private Markets (“CPRIM” or the “Fund”) offers accredited investors global exposure to the major private market asset classes in an open architecture solution. CPRIM’s portfolio seeks to be well-diversified across underlying managers and by sector, strategy, geography and vintage year.

Designed specifically for individual investors and small institutions, CPRIM’s investor-centric structure emphasizes convenience, efficiency and transparency. An evergreen fund, CPRIM raises capital monthly while providing liquidity through quarterly tender offers. There are no ongoing capital calls. Investors will receive regular distributions, and tax reporting is provided via a Form 1099.

Performance

CPRIM has generated a total return of 74.2% since its inception(1), while the MSCI World Index returned 31.8% since its inception. During the fiscal year ending March 31, 2022, CPRIM returned 29.4%, while the MSCI World Index returned 11.0% during the same period.

The 29.4% total return of CPRIM’s Class I shares during the fiscal year can be attributed to:

 

   

Realized gains from liquidity events including company sales, recapitalizations and sales of securities in connection with IPOs that contributed approximately 39% of the total return.

   

Strong performance by portfolio companies that drove increases in value, which contributed approximately 32% of the total return.

   

Taking advantage of uncertainty around supply, labor and COVID related dislocations to purchase assets managed by historically top tier managers at discounts to current NAV that contributed approximately 29% of the total return.

Liquidity

In our view, CPRIM is well-positioned to execute on investment opportunities that may be presented by the current market volatility and has ample liquidity to meet its obligations. In evaluating liquidity, the Fund focuses on “organic cash flow” which is defined as the difference between the distributions received from investments and the new investments that are made from unfunded commitments. In fiscal year 2022, distributions from CPRIM’s underlying investments totaled $45.3 million versus $8.1 million of capital calls, providing $37.2 million of organic cash flow.

The Fund’s sources of liquidity also include $55 million available under a revolving credit facility. Over the course of the year ending March 31, 2022, the facility remained essentially undrawn, with an average daily outstanding balance of $0.4 million. At year-end, the facility was undrawn.

In March, CPRIM initiated a quarterly tender offer for up to 5% of the Fund’s outstanding shares. The tender offer will be completed shortly after the finalization of June 30, 2022 NAV.

Portfolio and Positioning

During the fiscal year ending March 31, 2022, CPRIM continued its investment strategy focused on attractive secondary purchases and direct co-investments. CPRIM deployed $219 million across 31

 

1


Conversus StepStone Private Markets

Manager’s Discussion and Analysis of Fund Performance

March 31, 2022 (unaudited) (continued)

 

transactions. These investments were comprised of thirteen private equity secondaries, six private equity co-investments, three private equity seasoned primaries, three real estate secondaries, two real estate co-investments, two infrastructure co-investments, one infrastructure secondary and one private debt secondary.

We believe that high quality private asset portfolios can outperform the public markets, especially in periods of market dislocation. We also believe that the quality and diversity of CPRIM’s portfolio positions the Fund to navigate the current environment of increasing capital markets volatility and inflationary pressures. The portfolio includes over 1,000 underlying companies, broadly diversified by industry, size, vintage and geography. Given current market uncertainty, CPRIM is focused on sectors that are more durable as well as potentially resilient industries, such as information technology, industrials and healthcare. In addition, we believe that CPRIM’s 20% allocation to infrastructure and real estate may dampen volatility and mitigate inflationary pressure. From a geographic perspective, North America constitutes approximately 77% of the portfolio, with 14% in Europe and 9% in the rest of the world. CPRIM has exposure to investment vintage years spanning over 10 years.

This commentary reflects the viewpoints of Conversus as of March 31, 2022 and is not intended as a forecast or guarantee of future results.

 

2


Conversus StepStone Private Markets

Manager’s Discussion and Analysis of Fund Performance

March 31, 2022 (unaudited) (continued)

 

Average Annual Total Returns

 

    Annual Total Return
    One Year Return               Cumulative  Inception to Date(1)            
   

Conversus StepStone Private Markets, Class I

  29.43%   74.21%
   

Conversus StepStone Private Markets, Class D (2)

  29.32%   73.91%
   

Conversus StepStone Private Markets, Class S (2)

  29.43%   74.21%
   

Conversus StepStone Private Markets, Class T (2)

  29.37%   74.13%
   

MSCI World Index (3)

  11.04%   31.80%

Comparison of Change in the Value of a $1,000,000 Investment (10/1/20 - 3/31/22)(1)

 

LOGO

The chart above represents the hypothetical growth of a $1,000,000 investment in Class I shares. Returns for the Fund’s other classes will vary from what is seen above due to differences in fee structures, specifically the distribution and shareholder servicing fee associated with brokers, dealers and certain RIAs and other financial intermediaries.

(1) The Fund commenced operations on October 1, 2020.

(2) Reflects maximum sales charge of 1.50% for Class D, 3.50% for Class S, and 3.50% for Class T.

 

3


Conversus StepStone Private Markets

Manager’s Discussion and Analysis of Fund Performance

March 31, 2022 (unaudited) (concluded)

 

(3) The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.

The performance data quoted herein represents past performance, and the return and value of an investment in the Fund will fluctuate so that, when redeemed, it may be worth less than its original cost. Past performance does not predict future performance.

The Fund’s performance assumes the reinvestment of dividends. Index returns assume reinvestment of dividends and, unlike a portfolio’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

There are no assurances that the Fund will meet its stated objectives. The Fund’s holdings and allocations are subject to change because it is actively managed and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

4


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of

Conversus StepStone Private Markets

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Conversus StepStone Private Markets (the “Fund”), including the consolidated schedule of investments, as of March 31, 2022, and the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets and financials highlights for the year then ended and the period from October 1, 2020 (commencement of operations) to March 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Fund at March 31, 2022, and the consolidated results of its operations and its cash flows for the year then ended, and the consolidated changes in its net assets and financial highlights for the year then ended and the period from October 1, 2020 (commencement of operations) to March 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of March 31, 2022, by correspondence with the custodians, investment funds or portfolio company investees or by other appropriate auditing procedures where replies from investment funds were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the StepStone Group LP investment companies since 2020.

New York, New York

May 31, 2022

 

5


Conversus StepStone Private Markets

Consolidated Schedule of Investments

March 31, 2022

 

Investment Funds(a)(c)(d) — 57.3%  

 Name

   Acquisition
Date
   Asset Class    Geographic
Region(e)
  Shares     Fair Value  

Franklin BSP Lending Corporation (b)(f)(g)

   03/31/2022    Private Debt    North America     2,437,874     $     18,235,294  

Riverside Micro-Cap Fund IV-A, L.P. (b)(g)

   12/31/2021    Private Equity    North America       12,741,620  

Pegasus WSJLL Fund, L.P. (b)(f)(g)

   12/14/2021    Private Equity    North America       12,672,222  

Kelso Breathe Investor (DE), L.P. (f)(g)

   02/11/2021    Private Equity    North America       8,717,350  

CD&R Value Building Partners I, L.P. (b)(f)(g)

   12/17/2021    Private Equity    North America       8,202,933  

Global Infrastructure Partners II-C, L.P. (f)(g)

   06/30/2021    Infrastructure    North America       7,452,679  

Trive Capital Fund III LP (b)(g)(h)

   12/31/2021    Private Equity    North America       7,450,192  

West Street Real Estate Secondary Partners B, L.P. (b)(f)(g)(i)

   12/10/2021    Real Estate    North America       7,128,976  

Tiger Global Private Investment Partners XV Feeder, L.P. (b)(j)

   03/23/2022    Private Equity    North America       6,884,789  

Vector Capital V, L.P. (b)(g)

   12/31/2021    Private Equity    North America       6,419,762  

OceanSound Partners Fund, LP (b)(f)(j)(k)

   02/28/2022    Private Equity    North America       6,279,426  

Audax Private Equity Fund IV CF, L.P. (f)(g)

   12/24/2020    Private Equity    North America       6,267,194  

Clayton, Dubilier & Rice Fund X, L.P. (f)(g)(l)

   12/31/2021    Private Equity    North America       6,179,156  

Webster Equity Partners III-A, L.P. (b)(f)(g)

   04/29/2021    Private Equity    North America       5,546,454  

HPH II International FF, LP (g)

   07/12/2021    Private Equity    North America       5,352,137  

H.I.G. Realty Credit SRE Non-REIT Feeder Fund, L.P. (f)(g)

   10/01/2021    Real Estate    North America       4,873,835  

Valar Co-Invest 1 LP (b)(f)(g)(m)

   12/29/2020    Private Equity    North America       4,602,589  

Westview Capital Partners III, L.P. (b)(f)(g)(l)

   12/31/2021    Private Equity    North America       4,559,826  

Thomo Bravo Fund XI-A, L.P. (b)(f)(g)

   01/01/2022    Private Equity    North America       4,421,235  

Catterton Partners VII, LP (b)(g)

   12/31/2021    Private Equity    North America       4,282,212  

Berkshire Fund IX, L.P. (f)(g)(i)

   09/04/2021    Private Equity    North America       4,121,455  

Excellere Capital Fund II, L.P. (f)(g)

   04/01/2021    Private Equity    North America       4,029,640  

THL HT Parallel SPV, L.P. (b)(g)

   11/30/2020    Private Equity    North America       4,010,990  

Patriot SPV, L.P. (g)

   03/18/2021    Private Equity    North America       3,473,300  

JFL-NG Continuation Fund, L.P. (b)(g)

   10/27/2021    Private Equity    North America       3,388,962  

Harvest Partners VI, L.P. (g)(h)

   03/31/2021    Private Equity    North America       3,213,208  

OHCP V GA COI, L.P. (b)(g)

   12/16/2020    Private Equity    North America       3,181,644  

Berkshire Fund VIII, L.P. (b)(f)(g)(i)

   09/04/2021    Private Equity    North America       3,059,798  

Stripes Continuation Feeder Fund, LP (b)(f)(g)

   10/29/2021    Private Equity    North America       3,011,431  

TA Atlantic and Pacific VII-B L.P. (f)(g)(l)

   12/31/2020    Private Equity    North America       3,010,152  

Pine Brook Capital Partners II, L.P. (f)(g)(l)

   12/31/2020    Private Equity    North America       2,901,205  

Riverside Capital Appreciation Fund VI, L.P. (b)(g)

   12/31/2021    Private Equity    North America       2,863,024  

Riverside Micro-Cap Fund IV B A, L.P. (b)(g)

   12/31/2021    Private Equity    North America       2,835,017  

AHP Fund I PV Feeder L.P. (f)(g)

   12/28/2020    Private Equity    North America       2,787,628  

Oak Hill Capital Partners V, L.P. (b)(g)

   01/29/2021    Private Equity    North America       2,628,243  

Fulcrum Capital Partners V, LP (b)(g)

   12/31/2021    Private Equity    North America       2,506,942  

Apollo Overseas Partners IX, L.P. (g)(l)

   01/01/2022    Private Equity    North America       2,438,755  

Apollo Overseas Partners (Delaware 892) VIII, L.P. (g)(l)

   04/01/2021    Private Equity    North America       2,199,210  

Gryphon Partners IV, L.P. (b)(f)(g)

   12/31/2021    Private Equity    North America       2,167,535  

Thomo Bravo Special Opportunities Fund II-A, L.P. (b)(f)(g)

   01/01/2022    Private Equity    North America       2,024,490  

Trive Capital Fund III-A, LP (b)(g)

   12/31/2021    Private Equity    North America       2,005,776  

SPC Partners IV, L.P. (g)(k)

   03/31/2021    Private Equity    North America       1,761,502  

PTEV, L.P. (b)(f)(g)(i)

   12/30/2021    Private Equity    North America       1,501,291  

Vista Equity Endeavor Fund I-A, L.P. (b)(g)

   01/01/2022    Private Equity    North America       1,462,506  

Trive Capital Fund II (Offshore) LP (b)(g)

   12/31/2021    Private Equity    North America       1,329,258  

Sterling Investment Partners III, L.P. (f)(g)(l)

   01/01/2021    Private Equity    North America       1,297,228  

FFL Parallel Fund IV, L.P. (f)(g)(l)

   01/01/2021    Private Equity    North America       1,262,886  

Tailwind Capital Partners II (Cayman) L.P. (f)(g)

   12/31/2020    Private Equity    North America       1,257,622  

Ampersand CF Limited Partnership (b)(f)(g)

   11/13/2020    Private Equity    North America       1,240,272  

Blackstone Capital Partners VI L.P. (g)(l)

   01/01/2021    Private Equity    North America       975,938  

AHP Fund II PV Feeder L.P. (f)(g)

   12/28/2020    Private Equity    North America       902,242  

L Catterton VIII Offshore, LP (g)

   12/31/2021    Private Equity    North America       886,260  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


Conversus StepStone Private Markets

Consolidated Schedule of Investments

March 31, 2022

 

Investment Funds(a)(c)(d) — 57.3%  

 Name

   Acquisition
Date
     Asset Class      Geographic
Region(e)
    Shares      Fair Value  

Apollo Natural Resources Partners II, L.P. (g)(l)

     04/01/2021        Private Equity        North America        $ 833,506  

Gridiron Capital Fund II, L.P. (g)(k)

     04/01/2021        Private Equity        North America          624,080  

Worldview Technology Partners IV, L.P. (b)(f)(g)(l)

     04/01/2021        Private Equity        North America          618,433  

Water Street Healthcare Partners II, L.P. (b)(f)(g)

     04/01/2021        Private Equity        North America          612,798  

LLR Equity Partners III, L.P. (g)(k)

     04/02/2021        Private Equity        North America          421,449  

AEA Investors Fund V LP (b)(g)(l)

     12/31/2020        Private Equity        North America          404,202  

SPC Partners V, L.P. (g)(l)

     12/31/2020        Private Equity        North America          384,456  

Berkshire Fund X, L.P. (b)(f)(g)(i)

     09/04/2021        Private Equity        North America          300,418  

Madison Dearborn Capital Partners VIII-C, L.P. (g)

     03/12/2021        Private Equity        North America          291,688  

Littlejohn Fund IV-A, L.P. (b)(f)(g)(l)

     12/31/2020        Private Equity        North America          231,334  

Saw Mill Capital Investors, L.P. (f)(g)(h)

     04/09/2021        Private Equity        North America          192,516  

TPG Growth II, L.P. (b)(g)(k)

     04/09/2021        Private Equity        North America          186,129  

Trive Capital Fund I (Offshore) LP (b)(f)(g)

     12/31/2021        Private Equity        North America          160,327  

Apollo Natural Resources Partners, L.P. (g)(l)

     04/01/2021        Private Equity        North America          151,745  

Gores Capital Partners III, L.P. (b)(g)(l)

     01/01/2021        Private Equity        North America          150,533  

Odyssey Investment Partners Fund IV, LP (b)(f)(g)

     04/01/2021        Private Equity        North America          103,926  

Apollo Overseas Partners (Delaware 892) VII, L.P. (g)(l)

     04/01/2021        Private Equity        North America          98,593  

Gridiron Strategic Advisors Fund, L.P. (b)(g)(k)

     04/01/2021        Private Equity        North America          65,962  

ABRY Senior Equity III, L.P. (b)(g)(k)

     03/31/2021        Private Equity        North America          44,010  

Clearview Capital Fund II, L.P. (g)(k)

     03/31/2021        Private Equity        North America          26,169  

TowerBrook Investors III (Parallel), L.P. (b)(f)(g)

     12/31/2020        Private Equity        North America          24,931  

ABRY Partners VI, L.P. (b)(g)(k)

     03/31/2021        Private Equity        North America          22,499  

Riverside Fund IV, L.P. (b)(g)(h)

     04/09/2021        Private Equity        North America          16,980  
             

 

 

 

Total North America — 49.9%

                229,971,975  
             

 

 

 

Sixth Cinven Fund (No. 3) Limited Partnership (f)(g)(k)

     10/30/2020        Private Equity        Europe          7,522,445  

Advent International GPE VIII-H Limited Partnership (b)(f)(g)(l)

     12/31/2021        Private Equity        Europe          4,674,900  

Fifth Cinven Fund (No. 1) Limited Partnership (f)(g)(k)

     10/30/2020        Private Equity        Europe          2,450,656  

LQG JV Landmark Portfolio GmbH & Co KG (b)(g)(k)

     07/12/2021        Real Estate        Europe          861,552  

DFI European Value-Add Fund II (f)(g)(k)

     07/12/2021        Real Estate        Europe          767,483  

WREP#2 Luxco S.à r.l. (b)(f)(g)(k)

     07/12/2021        Real Estate        Europe          626,382  

Kitty Hawk Capital Partners IV (Euro Feeder I) L.P. (b)(f)(g)(k)

     07/12/2021        Real Estate        Europe          597,264  

Advent International GPE VII-E Limited Partnership (b)(f)(g)(l)

     12/31/2021        Private Equity        Europe          578,490  

Equistone Partners Europe Fund IV (f)(g)

     12/31/2020        Private Equity        Europe          472,443  

Astorg IQ-EQ Fund (b)(f)(g)

     12/31/2021        Private Equity        Europe          464,627  

Eurostone SRIO II S.C.A (f)(g)(k)

     07/12/2021        Real Estate        Europe          159,792  

Harbert European Real Estate Fund III, L.P. (f)(g)(k)

     07/12/2021        Real Estate        Europe          80,577  
             

 

 

 

Total Europe — 4.2%

                19,256,611  
             

 

 

 

Vertex IV CF L.P. (b)(g)

     01/04/2022        Private Equity        Middle East          6,945,556  

Eve One Fund II L.P. (b)(j)

     03/11/2022        Private Equity        Asia          6,284,678  

Carlyle MENA Partners, L.P. and Parallel Vehicles (f)(g)(l)

     01/01/2021        Private Equity        Middle East          676,416  

Carlyle South America Buyout Fund, L.P. and Parallel Vehicles (f)(g)(l)

     01/01/2021        Private Equity        Latin America          659,435  
             

 

 

 

Total Rest of World — 3.2%

                14,566,085  
             

 

 

 

Total Investment Funds — 57.3%

             

(Cost $213,783,250)

              $ 263,794,671  
             

 

 

 
    Co-Investments(a)(c)(d) — 11.0%              
             

Name

   Acquisition
Date
     Asset Class      Geographic
Region(e)
    Shares      Fair Value  

MH Fund II Co-Invest, LP (f)(i)

     03/23/2021        Real Estate        North America       (n)       $ 6,460,879  

Decisions, LLC (f)(h)

     12/28/2020        Private Equity        North America       1,718,769        5,329,235  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7


Conversus StepStone Private Markets

Consolidated Schedule of Investments

March 31, 2022

 

    Co-Investments(a)(c)(d) — 11.0%  

 Name

   Acquisition
Date
     Asset Class      Geographic
Region(e)
    Shares      Fair Value  

Apple Co-Invest L.P. (f)

     09/20/2021        Infrastructure        North America       (o)       $ 5,173,770  

Pegasus Coinvestors LP (f)(h)

     10/05/2021        Real Estate        North America       (p)         3,432,753  

THL Fund IX Investors (Beacon), L.P. (f)

     05/05/2021        Private Equity        North America       (o)         3,108,446  

MPP KKC Holdings, LLC (f)(i)

     11/10/2021        Private Equity        North America       3,000,000        3,000,000  

BPCP Speedstart Acquisition, LLC (f)(i)

     01/20/2021        Private Equity        North America       1,900        2,404,339  

TPG VIII Merlin CI II, L.P.

     07/30/2021        Private Equity        North America       (o)         2,316,634  
             

 

 

 

Total North America — 6.8%

                31,226,056  
             

 

 

 

Palace Co-Invest, SLP (f)

     08/07/2021        Infrastructure        Europe       (q)         8,845,318  

Triton C Investment A L.P. (f)

     03/29/2022        Private Equity        Europe       (o)         4,898,269  

BC Partners Defender Co-Investment L.P. (f)

     09/10/2021        Private Equity        Europe       (r)         2,887,744  

Enak Aggregator Limited Partnership (f)

     01/18/2022        Private Equity        Europe       (o)         2,811,284  
             

 

 

 

Total Europe — 4.2%

                19,442,615  
             

 

 

 

Total Co-Investments — 11.0%

             

(Cost $44,868,206)

              $ 50,668,671  
             

 

 

 

 

    Co-Investments(d) — Direct Debt — 0.9%

 

Name

     Rate     Acquisition
Date
       Maturity Date              Investment Type              Principal          Fair Value  

Hao Tian Asia Investment Co Ltd. Facility A (f)(k)

   10.65%   06/04/2021      10/11/2024        Mezzanine      $ 3,905,431      $ 3,864,898  

Hao Tian Asia Investment Co Ltd. Facility B (f)(k)

   10.65%   06/04/2021      10/11/2024        Mezzanine        268,826        268,826  
                

 

 

 

Total Co-Investments — Direct Debt — 0.9%

           

(Cost $4,439,661)

            $         4,133,724  
           

 

 

 

 

    Cash Equivalent — 31.0%

 

Name

   Asset Class      Geographic
Region(e)
         Shares          Fair Value  

First American Government Obligations Fund, Class X 0.19%(s)(t)

     Cash Equivalent        North America        142,926,775      $ 142,926,775  
           

 

 

 

Total Cash Equivalent 31.0%

(Cost $142,926,775)

            $ 142,926,775  
           

 

 

 

Total Investments — 100.2%

(Cost $406,017,892)

            $ 461,523,841  
           

 

 

 

Other Assets and Liabilities, Net — (0.2)%

              (787,019
           

 

 

 

Net Assets — 100.0%

            $     460,736,822  
           

 

 

 

 

(a)   Investment does not issue shares, unless shares are listed.
(b)   Non-income producing.
(c)   Investment funds and co-investments are not redeemable and the final distribution date is not known at this time.
(d)   Private assets are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different amounts. The date of the first purchase is reflected under Acquisition Date. Total fair value of restricted investments as of March 31, 2022, was $318,597,066 or 69.1% of net assets. As of March 31, 2022, the aggregate cost of each investment restricted to resale was $15,500,000, $11,407,653, $12,690,871, $4,659,105, $8,471,870, $10,267,257, $4,708,725, $5,245,279, $6,583,794, $4,443,231, $5,629,794, $4,830,652, $4,996,288, $3,819,497, $4,451,548, $4,678,198, $2,700,000, $3,877,510, $4,320,182, $4,909,764, $3,124,442, $4,072,324, $2,037,772, $2,429,847, $2,351,047, $2,042,489, $2,453,232, $2,605,982, $2,868,542, $543,847, $1,488,775, $2,043,615, $1,924,556, $2,418,584, $2,180,284, $1,806,610, $1,793,663, $1,701,953, $1,636,546, $1,857,399, $1,370,951, $1,271,330, $1,501,291, $808,099, $989,841, $812,301, $756,462, $922,316, $919,287, $810,027, $561,738, $814,192, $551,299, $540,707, $290,794, $540,828, $301,587, $9,081, $250,089, $193,269, $243,034, $75,461, $171,758, $168,370, $136,904, $1, $29,681, $0, $0, $283,844, $55,651, $781,961, $107,310, $152,768, $9,997, $4,612,033, $3,933,011, $1,190,211, $1,007,262, $827,171, $347,120, $415,701, $792,757, $323,941, $475,463, $45,597, $976, $4,835,668, $6,000,000, $246,446, $724,937, $5,934,777, $2,700,000, $5,173,770, $3,455,422, $2,486,950, $3,000,000, $1,900,000, $0, $9,370,425, $4,909,293, $3,061,767, $2,875,802, $4,166,590, $273,071, respectively, totaling $263,091,117.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

8


Conversus StepStone Private Markets

Consolidated Schedule of Investments

March 31, 2022

 

(e)   Geographic region generally reflects the location of the Investment Manager.
(f)   Level 3 security in accordance with fair value hierarchy.
(g)   Secondary fund investment.
(h)   Security is held by CPRIM LLC — Series B.
(i)   Security is held by CPRIM LLC — Series A.
(j)   Seasoned primary investment.
(k)   Security is held by CPRIM Cayman LLC.
(l)   Security is held by CPRIM Cayman II LLC.
(m)   Partnership is invested solely in Wise plc listed on the London Stock Exchange effective July 7, 2021.
(n)   As of March 31, 2022, CPRIM LLC - Series A owns 2.15% of this limited partnership.
(o)   As of March 31, 2022, CPRIM owns less than 1% of this limited partnership.
(p)   As of March 31, 2022, CPRIM LLC - Series B owns 1.23% of this limited partnership.
(q)   As of March 31, 2022, CPRIM owns 1.78% of this limited partnership.
(r)   As of March 31, 2022, CPRIM owns 1.32% of this limited partnership.
(s)   The rate reported is the 7-day effective yield at the period end.
(t)   The audited statements of the fund can be found at sec.gov.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

9


Conversus StepStone Private Markets

Consolidated Statement of Assets and Liabilities

March 31, 2022

 

Assets:

  

Investments, at fair value (Cost $263,091,117)

   $      318,597,066    

Cash equivalents, at fair value (Cost $142,926,775)

     142,926,775  

Cash denominated in foreign currency (Cost $1,895,571)

     1,856,549  

Cash held in escrow

     31,081,343  

Distributions receivable from investments

     1,106,667  

Due from feeder

     421,403  

Dividend and interest receivable

     158,012  

Other assets

     68,820  
  

 

 

 

Total Assets

     496,216,635  
  

 

 

 

Liabilities:

  

Revolving credit facility

     –    

Less deferred debt issuance costs

     (367,205
  

 

 

 

Revolving credit facility less deferred debt issuance costs

     (367,205

Subscriptions received in advance

     31,081,343  

Deferred tax liability

     2,873,865  

Dividend reinvestment payable

     642,953  

Management fees payable

     547,037  

Professional fees payable

     329,167  

Due to adviser

     106,858  

Commitment fees payable

     66,268  

Trustees’ fees payable

     41,008  

Other accrued expenses

     158,519  
  

 

 

 

Total Liabilities

     35,479,813  
  

 

 

 

Commitments and Contingencies (see Note 7)

  

Net Assets

   $ 460,736,822  
  

 

 

 

Net Assets Consist of:

  

Paid-in capital

   $ 391,721,930  

Total distributable earnings

     69,014,892  
  

 

 

 

Net Assets

   $ 460,736,822  
  

 

 

 

Class I:

  

Net Assets

   $ 445,248,965  

Outstanding Shares

     10,337,778  
  

 

 

 

Net Asset Value Per Share*

   $ 43.07  
  

 

 

 

Class D:

  

Net Assets

   $ 14,907,897  

Outstanding Shares

     346,449  
  

 

 

 

Net Asset Value Per Share*

   $ 43.03  
  

 

 

 

Class S:

  

Net Assets

   $ 86,951  

Outstanding Shares

     2,019  
  

 

 

 

Net Asset Value Per Share*

   $ 43.07  
  

 

 

 

Class T:

  

Net Assets

   $ 493,009  

Outstanding Shares

     11,452  
  

 

 

 

Net Asset Value Per Share*

   $ 43.05  
  

 

 

 

* Net Asset Value Per Share is calculated utilizing non-rounded Outstanding Shares.

The accompanying notes are an integral part of these consolidated financial statements.

 

10


Conversus StepStone Private Markets

Consolidated Statement of Operations

For the Year Ended March 31, 2022

 

Investment Income:

  

Interest income

   $ 377,590    

Dividend income (net of taxes withheld of $185,323)

     4,680,863    
  

 

 

 

Total Investment Income

     5,058,453    
  

 

 

 

Expenses:

  

Management fees

     3,366,933    

Tax expense

     2,154,043    

Professional fees

     797,651    

Amortization of offering costs

     404,673    

Administration fees

     298,918    

Revolving credit facility fees and expenses (1)

     230,838    

Trustees’ fees

     163,781    

Transfer agent fees

     134,780    

Shareholder servicing fees (Class D)

     9,762    

Shareholder servicing fees (Class T)

     249    

Other expenses

     204,961    
  

 

 

 

Total Expenses

     7,766,589    

Adviser expense (reimbursement)/recoupment

     392,676    
  

 

 

 

Net Expenses

     8,159,265    
  

 

 

 

Net Investment Loss

     (3,100,812)    
  

 

 

 

Net Realized and Unrealized Gain (Loss):

  

Net realized gain distributions from investments and foreign currency translation

     21,405,045    

Net change in unrealized appreciation (depreciation) on investments and foreign currency translation

     38,388,446    
  

 

 

 

Net Realized Gains and Change in Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translation

     59,793,491    
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $      56,692,679    
  

 

 

 

(1) Includes amortization of debt issuance costs, commitment fees and interest expense.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

11


Conversus StepStone Private Markets

Consolidated Statements of Changes in Net Assets

 

     For the Year
Ended March 31,
2022
     For the
Period Ended
March 31, 2021 (1)
 

Net Increase in Net Assets Resulting from Operations:

     

Net investment loss

   $ (3,100,812)      $ (1,450,981)    

Net realized gain distributions from investments and foreign currency translation

     21,405,045        610,381    

Net change in unrealized appreciation (depreciation) on investments and foreign currency translation

     38,388,446        17,027,933    
  

 

 

 

Net Increase in Net Assets Resulting from Operations

     56,692,679        16,187,333    
  

 

 

 

Distributions:

     

Class I

     (3,738,377)        —    

Class D

     (122,959)        —    

Class S

     (967)        —    

Class T

     (2,817)        —    
  

 

 

 

Total Distributions

     (3,865,120)        —    
  

 

 

 

Capital Transactions (see Note 8):

     

Class I:

     

Proceeds from shares issued

     311,689,416        65,524,476    

Reinvestment of distributions

     1,842,496        —    

Class D:

     

Proceeds from shares issued

     8,030,407        4,067,500    

Reinvestment of distributions

     79,598        —    

Class S:

     

Proceeds from shares issued

            50,000    

Reinvestment of distributions

     777        —    

Class T:

     

Proceeds from shares issued

     386,000        50,000    

Reinvestment of distributions

     1,260        —    
  

 

 

 

Increase in Net Assets Resulting from Capital Transactions

     322,029,954        69,691,976    
  

 

 

 

Total Increase in Net Assets

     374,857,513        85,879,309    
  

 

 

 

Net Assets:

     

Beginning of period

     85,879,309        —    
  

 

 

 

End of period

   $     460,736,822      $     85,879,309    
  

 

 

 

(1) The Fund commenced operations on October 1, 2020.

Amounts designated as “—” are $0.

The accompanying notes are an integral part of these consolidated financial statements.

 

12


Conversus StepStone Private Markets

Consolidated Statement of Cash Flows

For the Year Ended March 31, 2022

 

Cash Flows from Operating Activities:

  

Net increase in net assets resulting from operations

   $ 56,692,679   

Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash used in Operating Activities:

  

Purchases of investments

     (227,679,014)   

Distributions from investments

     43,153,123   

Net realized gain distributions from investments and foreign currency translation

     (21,405,045)   

Net change in unrealized (appreciation) depreciation on investments and foreign currency translation

     (38,388,446)   

Increase in distributions receivable from investments

     (1,106,667)   

Decrease in due from adviser

     285,818   

Increase in due from feeder

     (421,403)   

Increase in dividend and interest receivable

     (158,012)   

Decrease in deferred offering costs

     386,051   

Increase in other assets

     (65,885)   

Increase in dividend reinvestment payable

     642,953   

Increase in subscriptions received in advance

     23,026,543   

Increase in deferred tax liability

     2,154,043   

Decrease in professional fees payable

     (72,834)   

Increase in management fees payable

     447,311   

Increase in due to adviser

     106,858   

Increase in trustees’ fees payable

     789   

Increase in commitment fees payable

     53,942   

Decrease in interest expense payable

     (1,450)   

Increase in other accrued expenses

     93,397   
  

 

 

 

Net Cash used in Operating Activities

     (162,255,249)   
  

 

 

 

Cash Flows from Financing Activities:

  

Distributions paid in cash

     (1,940,989)   

Proceeds from shares issued

     320,105,824   

Proceeds from revolving credit facility

     20,000,000   

Repayments of revolving credit facility

     (40,000,000)   

Amortization of debt issuance costs

     (269,340)   
  

 

 

 

Net Cash provided by Financing Activities

     297,895,495   
  

 

 

 

Net Increase in Cash Equivalents, Cash Denominated in Foreign Currency and Cash Held in Escrow

     135,640,246   
  

 

 

 

Cash Equivalents, Cash Denominated in Foreign Currency and Cash Held in Escrow:

  

Beginning of year

     40,224,421   
  

 

 

 

End of year

     175,864,667   
  

 

 

 

End of year balances

  

Cash equivalents

     142,926,775   

Cash denominated in foreign currency

     1,856,549   

Cash held in escrow

     31,081,343   
  

 

 

 

End of year balance

   $             175,864,667   
  

 

 

 

Supplemental Disclosure of Cash Flow Information:

  

Reinvestment of distributions

   $ 1,924,131   

Cash paid during the year for interest expense and commitment fees

   $ 103,082   

The accompanying notes are an integral part of these consolidated financial statements.

 

13


Conversus StepStone Private Markets

Consolidated Financial Highlights

 

Class I    For the Year
Ended
    March 31, 2022    
    For the Period
Ended
March 31, 2021 (1)
 

Net asset value per share, beginning of period

   $ 33.65     $ 25.00  

Net increase in net assets resulting from operations:

 

Net investment loss(2)

     (0.54)       (0.89)  

Net realized gains and change in unrealized appreciation on investments and foreign currency translation(2)

     10.44       9.54  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     9.90       8.65  
  

 

 

   

 

 

 

Distributions from net investment income

     (0.23)       —      

Distribution from capital gains

     (0.25)       —      
  

 

 

   

 

 

 

Total distributions

     (0.48)       —      
  

 

 

   

 

 

 

Net asset value per share, end of period

   $ 43.07     $ 33.65  
  

 

 

   

 

 

 

Total Return†

     29.43%       34.60%††  
  

 

 

   

 

 

 

Ratios and Supplemental Data

 

Net assets, end of period (Thousands)

   $                 445,249       $             81,122       

Ratio of net expenses to average net assets

     3.56%‡       6.05%*  

Ratio of gross expenses to average net assets

     3.38%^‡       11.57%*^  

Ratio of net investment loss to average net assets

     (1.36)%       (5.85)%*  

Portfolio turnover rate**

     25.3%       6.0%  

Asset coverage ratio

     N/A       4.29  

 

(1)

The Class commenced operations on October 1, 2020.

(2)

Per share data calculated using average shares outstanding during the period.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares or the sales load for the applicable share classes.

††

Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period.

Ratio includes the deferred income tax expense related to CPRIM LLC. For the fiscal year ended March 31, 2022, this amount was a tax expense of 0.94% of average net assets.

^

Represents the ratio of expenses to average net assets absent the adviser expense reimbursement and/or recoupment of operating expenses.

*

Annualized.

**

Represents lesser of purchases or sales/distributions from investments for the period divided by the average of the monthly fair value of investments during the period.

The accompanying notes are an integral part of these consolidated financial statements.

 

14


Conversus StepStone Private Markets

Consolidated Financial Highlights (continued)

 

Class D    For the Year
Ended
March 31, 2022
    For the Period
Ended
March 31, 2021 (1)
 

Net asset value per share, beginning of period

   $                 33.62     $                   25.00  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations:

 

Net investment loss(2)

     (0.46)       (1.17)  

Net realized gains and change in unrealized appreciation on investments and foreign currency translation(2)

     10.32       9.79  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     9.86       8.62  
  

 

 

   

 

 

 

Distributions from net investment income

     (0.19)        

Distribution from capital gains

     (0.25)        
  

 

 

   

 

 

 

Total distributions

     (0.44)        
  

 

 

   

 

 

 

Net asset value per share, end of period

   $ 43.03     $ 33.62  
  

 

 

   

 

 

 

Total Return†

     29.32%       34.48%††  
  

 

 

   

 

 

 

Ratios and Supplemental Data

 

Net assets, end of period (Thousands)

   $ 14,908     $ 4,623  

Ratio of net expenses to average net assets

     3.52% ‡      7.72%

Ratio of gross expenses to average net assets

     3.44%^ ‡      11.54%*

Ratio of net investment loss to average net assets

     (1.17)     (7.47)%

Portfolio turnover rate**

     25.3     6.0

Asset coverage ratio

     N/     4.2

 

(1)

The Class commenced operations on October 1, 2020.

(2)

Per share data calculated using average shares outstanding during the period.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares or the sales load for the applicable share classes.

††

Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period.

Ratio includes the deferred income tax expense related to CPRIM LLC. For the fiscal year ended March 31, 2022, this amount was a tax expense of 0.85% of average net assets.

^

Represents the ratio of expenses to average net assets absent the adviser expense reimbursement and/or recoupment of operating expenses.

*

Annualized.

**

Represents lesser of purchases or sales/distributions from investments for the period divided by the average of the monthly fair value of investments during the period.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

15


Conversus StepStone Private Markets

Consolidated Financial Highlights (continued)

 

Class S    For the Year
Ended
March 31, 2022
    For the Period
Ended
March 31, 2021 (1)
 

Net asset value per share, beginning of period

   $                 33.65     $                   25.00  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations:

 

Net investment loss(2)

     (0.31)       (0.79)  

Net realized gains and change in unrealized appreciation on investments and foreign currency translation(2)

     10.21       9.44  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     9.90       8.65  
  

 

 

   

 

 

 

Distributions from net investment income

     (0.23)        

Distribution from capital gains

     (0.25)        
  

 

 

   

 

 

 

Total distributions

     (0.48)        
  

 

 

   

 

 

 

Net asset value per share, end of period

   $ 43.07     $ 33.65  
  

 

 

   

 

 

 

Total Return†

     29.43%       34.60%††  
  

 

 

   

 

 

 

Ratios and Supplemental Data

 

Net assets, end of period (Thousands)

   $ 87     $ 67  

Ratio of net expenses to average net assets

     3.43% ‡      5.44%

Ratio of gross expenses to average net assets

     3.45%^ ‡      11.67%*

Ratio of net investment loss to average net assets

     (0.81)     (5.27)%

Portfolio turnover rate**

     25.3     6.0

Asset coverage ratio

     N/     4.2

 

(1)

The Class commenced operations on October 1, 2020.

(2)

Per share data calculated using average shares outstanding during the period.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares or the sales load for the applicable share classes.

††

Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period.

Ratio includes the deferred income tax expense related to CPRIM LLC. For the fiscal year ended March 31, 2022, this amount was a tax expense of 0.72% of average net assets.

^

Represents the ratio of expenses to average net assets absent the adviser expense reimbursement and/or recoupment of operating expenses.

*

Annualized.

**

Represents lesser of purchases or sales/distributions from investments for the period divided by the average of the monthly fair value of investments during the period.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

16


Conversus StepStone Private Markets

Consolidated Financial Highlights (concluded)

 

Class T    For the Year
Ended
March 31, 2022
    For the Period
Ended
March 31, 2021 (1)
 

Net asset value per share, beginning of period

   $                 33.65     $ 25.00  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations:

 

Net investment loss(2)

     (0.88)       (0.79)  

Net realized gains and change in unrealized appreciation on investments and foreign currency translation(2)

     10.76       9.44  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     9.88       8.65  
  

 

 

   

 

 

 

Distributions from net investment income

     (0.23)        

Distribution from capital gains

     (0.25)        
  

 

 

   

 

 

 

Total distributions

     (0.48)        
  

 

 

   

 

 

 

Net asset value per share, end of period

   $ 43.05     $ 33.65  
  

 

 

   

 

 

 

Total Return†

     29.37%                   34.60%††  
  

 

 

   

 

 

 

Ratios and Supplemental Data

 

Net assets, end of period (Thousands)

   $ 493     $ 67  

Ratio of net expenses to average net assets

     3.95% ‡      5.44%

Ratio of gross expenses to average net assets

     3.69%^ ‡      11.67%*

Ratio of net investment loss to average net assets

     (2.18)     (5.27)%

Portfolio turnover rate**

     25.3     6.0

Asset coverage ratio

     N/     4.2

 

(1)

The Class commenced operations on October 1, 2020.

(2)

Per share data calculated using average shares outstanding during the period.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of shares or the sales load for the applicable share classes.

††

Total return would have been lower had certain expenses not been waived and assumed by the Adviser during the period.

Ratio includes the deferred income tax expense related to CPRIM LLC. For the fiscal year ended March 31, 2022, this amount was a tax expense of 1.15% of average net assets.

^

Represents the ratio of expenses to average net assets absent the adviser expense reimbursement and/or recoupment of operating expenses.

*

Annualized.

**

Represents lesser of purchases or sales/distributions from investments for the period divided by the average of the monthly fair value of investments during the period.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

17


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements

March 31, 2022

1. Organization

Conversus StepStone Private Markets (“Fund” or “CPRIM”) was organized as a Delaware statutory trust under the Delaware Statutory Trust Act on September 6, 2019 (“Inception”) and is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The Fund is offered to accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933. The Fund commenced operations on October 1, 2020 (“Commencement of Operations”).

The Fund offers Class I shares, Class D shares, Class S shares and Class T shares (together, the “Shares”) to accredited investors (“Shareholders”) under the Securities Act of 1933, as amended. The Shares are continuously offered with subscriptions taken on a monthly basis at the then-current-month net asset value (“NAV”) per share, adjusted for sales load, if applicable. The Fund may, from time to time, offer to repurchase Shares pursuant to written tenders by Shareholders. Repurchases will be made at such times, in such amounts and on such terms as determined by the Fund’s Board of Trustees (“Board”).

The Board provides broad oversight over the Fund’s investment program, management and operations and has the right to delegate management responsibilities. StepStone Conversus LLC (“Conversus”) serves as the Fund’s investment adviser (“Adviser”). The Adviser oversees the management of the Fund’s day-to-day activities including structuring, governance, distribution, reporting and oversight. StepStone Group LP (“StepStone”) serves as the Fund’s investment sub-adviser (“Sub-Adviser”) and is responsible for the day-to-day management of the Fund’s assets. Conversus is a wholly owned subsidiary of StepStone.

The Fund’s investment objective is to achieve long-term capital appreciation and provide current income by investing in private market assets (“Private Assets”). To achieve its investment objective, the Fund will allocate its assets across private equity, private debt, real estate and infrastructure by making primary and secondary investments in private funds (“Investment Funds”) as well as making direct investments in the equity and/or debt of operating companies, projects or properties (“Co-Investments”).

Master-Feeder Structure

The CPRIM and Conversus StepStone Private Markets Feeder Ltd. (the “Feeder Fund”) are part of a “master-feeder” structure. The Feeder Fund invests substantially all of its assets in the Fund. At March 31, 2022, the Feeder Fund invests in Class I of CPRIM and owned 20% of the Fund’s net assets.

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars which is the functional currency of the Fund. CPRIM is an investment company and therefore applies the accounting and reporting guidance issued by the U.S. Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) Topic 946,

 

18


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

2. Summary of Significant Accounting Policies (continued)

 

Financial Services — Investment Companies. The following are significant accounting policies which are consistently followed in the preparation of the consolidated financial statements.

Basis of Consolidation

The consolidated financial statements include the accounts of subsidiaries wholly-owned by the Fund: CPRIM LLC (Series A and Series B), a Delaware limited liability company, as well as CPRIM Cayman LLC, CPRIM Cayman II LLC and CPRIM Cayman III LLC (together, “CPRIM Cayman”), which are limited liability companies registered in the Cayman Islands. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Changes in the economic environment, financial markets, and any other factors or parameters used in determining these estimates could cause actual results to differ materially.

Net Asset Value Determination

The NAV of the Fund is determined as of the close of business on the last business day of each calendar month, each date the Shares are offered or repurchased, as of the date of any distribution and at such other times as the Board determines (each, a “Determination Date”). In determining NAV, the Fund’s investments are valued as of the relevant Determination Date. The NAV of the Fund will equal, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Determination Date.

Valuation of Investments

The Fund’s investments are valued as of each Determination Date at fair value consistent with the principles of ASC Topic 820, Fair Value Measurements. The Board has adopted valuation policies and procedures (“Valuation Procedures”) and has appointed a pricing committee (“Pricing Committee”) to manage the valuation process of the Fund. The Pricing Committee utilizes the resources and personnel of the Adviser, the Sub-Adviser and the Fund’s administrator in carrying out its responsibilities. The Board receives valuation reports from the Pricing Committee on at least a quarterly basis to determine whether the valuation process is operating in compliance with the Valuation Procedures and being consistently applied.

Investments held by the Fund in Private Assets include investments in Investment Funds and Co-Investments. These types of investments normally do not have readily available market prices and

 

19


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

2. Summary of Significant Accounting Policies (continued)

 

therefore will be fair valued according to the Valuation Procedures. The Valuation Procedures require evaluation of all relevant factors reasonably available to the Pricing Committee at the time the Fund’s investments are valued.

The fair value of the Fund’s investments in Investment Funds, determined by the Pricing Committee in accordance with the Valuation Procedures, are estimates. These estimates are net of management fees and performance incentive fees or allocations payable pursuant to the respective organizational documents of the Investment Funds. Ordinarily, the fair value of an Investment Fund is based on the net asset value of the Investment Fund reported by its investment manager. If the Pricing Committee determines that the most recent net asset value reported by the investment manager of the Investment Fund does not represent fair value or if the investment manager of the Investment Fund fails to report a net asset value to the Fund, a fair value determination is made by the Pricing Committee in accordance with the Valuation Procedures. In making that determination, the Pricing Committee will consider whether it is appropriate, in light of all relevant circumstances, to value such Investment Fund at the net asset value last reported by its investment manager, or whether to adjust such net asset value to reflect a premium or discount (adjusted net asset value).

In assessing the fair value of the Fund’s Co-Investments in accordance with the Valuation Procedures, the Pricing Committee uses a variety of methods such as earnings and multiple analysis, discounted cash flow analysis and market data from third party pricing services. The Pricing Committee makes assumptions that are based on market conditions existing at the Determination Date. Key inputs and assumptions include, but are not limited to, reported net asset values, capital calls, distributions, and revenue and EBITDA multiples. Other techniques, such as option pricing models and estimated discounted value of future cash flows, may be used to determine fair value.

In certain circumstances, the Pricing Committee may determine that cost best approximates the fair value of a particular Private Asset.

The Sub-Adviser and one or more of its affiliates acts as investment adviser to clients other than the Fund. However, the value attributed to a Private Asset held by the Fund and the value attributed to the same Private Asset held by another client of the Sub-Adviser or one of its affiliates might differ as a result of differences in accounting, regulatory, timing and other factors applicable to the Fund when compared to such other client.

Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. The value of investments, assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon current foreign exchange rates on the Determination Date. Purchases and sales of foreign investments, income and expenses are converted into U.S. dollars based on currency exchange rates prevailing on the date of the relevant transaction. The Fund does not isolate the net realized and unrealized gain or loss resulting from changes in exchange rates from fluctuations in the fair value of investments. Such fluctuations are included within the net realized gains on investments and foreign currency translation

 

20


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

2. Summary of Significant Accounting Policies (continued)

 

and the change in unrealized appreciation on investments and foreign currency translation in the Consolidated Statement of Operations. As of March 31, 2022, the Fund held investments in ten Investment Funds and five Co-Investments denominated in foreign currencies.

Investment Income

Distributions from Investment Funds and Co-Investments occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received, including return of capital, realized gains, dividend and interest income, is based on information received from the investment manager of the Investment Fund or Co-Investment.

Fund Expenses

The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the following: all fees and expenses of the Private Assets in which the Fund invests (acquired fund fees), management fees, fees and expenses associated with a credit facility, legal fees, administrator fees, audit and tax preparation fees, custodial fees, transfer agency fees, registration expenses, expenses of the Board and other administrative expenses. Certain of these operating expenses are subject to an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement” as further discussed in Note 4). Expenses are recorded on an accrual basis and allocated to Shares by ownership percentage. Closing costs associated with the purchase of Investment Funds and Co-Investments are included in the cost of the investment.

Offering Costs

Offering costs are treated as deferred charges and amortized over the subsequent 12-month period using the straight-line method. During the year ended March 31, 2022, $0.4 million of offering costs were amortized into expense and are included in the Consolidated Statement of Operations. These costs are subject to the Expense Limitation and Reimbursement Agreement. Offering costs consist primarily of legal fees, filing fees and printing costs in connection with the preparation of the registration statement and related filings. The Fund will continue to incur offering costs due to its continuously offered status.

Federal Income Taxes

For U.S. federal income tax purposes, the Fund has elected to be treated, and intends to qualify annually, as a Regulated Investment Company (“RIC”) under Subchapter M of the Internal Revenue Code by distributing substantially all of its taxable net investment income and net realized capital gains to Shareholders each year and by meeting certain diversification and income requirements with respect to investments. If the Fund were to fail to meet the requirements to qualify as a RIC, and if the Fund were ineligible to or otherwise unable to cure such failure, the Fund would be subject to tax on its taxable income at corporate rates, whether or not distributed to Shareholders, and all distributions of earnings and profits would be taxable to Shareholders as ordinary income.

 

21


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

2. Summary of Significant Accounting Policies (continued)

 

The Fund’s tax year is the 12-month period ending September 30. In accounting for income taxes, the Fund follows the guidance in ASC Topic 740, Accounting for Uncertainty in Income Taxes (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the consolidated financial statements. Management has concluded there were no uncertain tax positions as of March 31, 2022 for federal income tax purposes or in the Fund’s state and local tax jurisdictions. The Fund will recognize interest and penalties, if any, related to unrecognized tax benefits as tax expense in the Consolidated Statement of Operations. For the period ended March 31, 2022, the Fund did not incur any interest or penalties. The Fund did not have any unrecognized tax benefits as of March 31, 2022.

The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by federal, state, local and foreign jurisdictions, where applicable. Given the recent Commencement of Operations, the Fund’s tax year ending September 30, 2021 is the only tax year subject to examination by the major tax jurisdictions under the statute of limitations (generally, the three prior taxable years) as of March 31, 2022.

Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences, including book tax differences relating to Shareholder distributions, are reclassified among capital accounts in the consolidated financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The tax basis components of distributable earnings differ from the amounts reflected in the Consolidated Statement of Assets and Liabilities due to temporary book/tax differences. These amounts will be finalized before filing the Fund’s federal tax return.

The Fund had temporary differences primarily due to timing relating to partnership expenses, qualified late-year loss deferral, amortization of organizational and offering costs, and differences between book and tax treatment of partnership investments. As of September 30, 2021, there were no accumulated tax basis earnings and the Fund made no distributions.

As of September 30, 2021, the Fund had a net operating loss of $473,475. This permanent book to tax difference has been reclassified to Paid-in Capital.

As of September 30, 2021, the components of distributable earnings on a tax basis is as follows:

 

Deferred late-year ordinary losses

    $         (1,030,949)   

Unrealized appreciation

     37,275,786   

Other differences

     (1,047,287)   
  

 

 

 

Total distributable earnings

    $ 35,197,550   
  

 

 

 

 

22


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

2. Summary of Significant Accounting Policies (continued)

 

Deferred late-year losses represent ordinary losses realized on investment transactions from January 1, 2021 through September 30, 2021, and specified losses realized on investment transactions from November 1, 2020 through September 30, 2021, that, in accordance with Federal income tax regulations, the Fund defers and treats as having arisen in the following fiscal year.

As of March 31, 2022, the federal tax cost of investments and unrealized appreciation (depreciation) are as follows:

 

Gross unrealized appreciation

    $         62,075,593   

Gross unrealized depreciation

     (2,099,343)   
  

 

 

 

Net unrealized appreciation

    $ 59,976,250   
  

 

 

 

Cost of investments

    $ 401,547,591   

CPRIM LLC, a wholly-owned subsidiary of the Fund, is a domestic limited liability company that has elected to be treated as a C-corporation for federal and state income tax purposes and is required to account for its estimate of income taxes through the establishment of a deferred tax asset or liability. The Fund recognizes deferred income taxes for temporary differences in the basis of assets and liabilities for financial and income tax purposes. Deferred tax assets are recognized for deductible temporary differences, tax credit carryforwards or net operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. To the extent CPRIM LLC has a deferred tax asset, consideration is given to whether or not a valuation allowance is required.

CPRIM LLC recorded a provision for income tax expense of $2.2 million for the year ended March 31, 2022. The deferred income tax is computed by applying the federal statutory income tax rate of 21.0% and estimated applicable state tax statutory rate of 2.5% to net investment income and realized and unrealized gains/(losses) on investments before taxes. As of March 31, 2022, CPRIM LLC has a deferred tax liability of $2.9 million and no deferred tax assets.

The CPRIM Cayman subsidiaries are not subject to U.S. federal and state income taxes and will continue to be treated as separate entities from their sole owner, the Fund, for U.S. federal income tax purposes.

Cash Equivalents and Cash Denominated in Foreign Currency

Cash equivalents and cash denominated in foreign currency include monies on deposit with U.S. Bank National Association (“U.S. Bank”), the Fund’s custodian, and money market funds. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with low risk of loss. Deposits, at times, may exceed the insurance limit guaranteed by the Federal Deposit Insurance Corporation. The Fund has not experienced any losses on deposits and does not believe it is exposed to significant credit risk on such deposits. There are no restrictions on the cash equivalents and cash denominated in foreign currency held by U.S. Bank on the Fund’s behalf.

 

23


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

 

2. Summary of Significant Accounting Policies (continued)

Cash Held in Escrow

Cash held in escrow represents restricted monies received in advance of the effective date of a Shareholder’s subscription. The monies are on deposit with the Fund’s transfer agent and are released from escrow upon the determination of NAV as of the effective date of the subscription. The liability for subscriptions received in advance is included in the Consolidated Statement of Assets and Liabilities.

3. Fair Value Measurements

In accordance with U.S. GAAP, ASC Topic 820, Fair Value Measurements, the fair value of the Fund’s investments is disclosed in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels:

 

  -

Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date. The types of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over the counter and registered money market funds;

 

  -

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active. The types of investments included in Level 2 can include corporate notes, convertible notes, warrants and restricted equity securities; and

 

  -

Level 3 – Inputs that are unobservable. The inputs into determination of fair value require significant management judgement and/or estimation. The types of investments generally included in Level 3 are equity and debt investments that are privately owned. The Fund’s investments in Investment Funds and Co-Investments are generally classified as Level 3. Investment Funds included within Level 3 are valued at adjusted net asset value as discussed in Note 2.

An investment’s categorization within the valuation hierarchy described above is based upon the lowest level of input that is significant to the fair value measurement. Investments valued using unadjusted net asset value as reported by the investment managers are excluded from the fair value hierarchy.

 

24


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

3. Fair Value Measurements (continued)

 

The following table summarizes the Fund’s investments classified in the fair value hierarchy as of March 31, 2022:

 

     Level 1      Level 2      Level 3      Investments
Valued at
NAV
     Total  

Investment Funds

    $ -          $ -          $ 161,689,638        $ 102,105,033        $ 263,794,671   

Co-Investments

     -           -           52,485,761         2,316,634         54,802,395   

Cash Equivalent

     142,926,775         -           -           -           142,926,775   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

    $   142,926,775        $           -          $   214,175,399        $   104,421,667        $   461,523,841   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table shows a reconciliation of the investments for which significant unobservable inputs (Level 3) were used in determining fair value:

 

     Investment Funds       Co-Investments       Total Investments   

Balance as of March 31, 2021

   $ 24,022,511        $ 6,962,500        $ 30,985,011    

Transfers into Level 3

    37,611,657         5,681,106         43,292,763    

Purchases

    186,600,198         40,889,899         227,490,097    

Distributions

    (40,744,874)        (2,232,239)        (42,977,113)    

Net Realized Gain

    21,370,707         47,155         21,417,862    

Net Change in Unrealized Appreciation

    34,934,472         3,453,974         38,388,446    

Transfers out of Level 3

    (102,105,033)        (2,316,634)        (104,421,667)   
 

 

 

   

 

 

   

 

 

 

Balance as of March 31, 2022

   $     161,689,638        $     52,485,761        $     214,175,399    
 

 

 

   

 

 

   

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on investments held at March 31, 2022

    34,934,472         3,453,974         38,388,446    

Changes in inputs or methodologies used for valuing investments, including timing of reported net asset values of Investment Funds reported by their investment managers, may result in transfers in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments. Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur.

The following table summarizes quantitative information related to significant unobservable inputs (Level 3) used in determining fair value for investments held as of March 31, 2022:

 

Type of Security  

Fair Value as

of March 31,
2022

    Valuation Technique   Unobservable Input  

Single Input

or Range of
Inputs

 

Impact to

Valuation from
an Increase in
Input (1)

           

Investment Funds

  $  161,689,638     Adjusted reported net asset value   Reported net asset/fair value adjustments   n/a   n/a
           

Co-Investment

    5,329,235     Market comparable companies   Enterprise value to revenue multiple   8.2x   Increase
           

Co-Investment

    2,404,339     Market comparable companies   Enterprise value to EBITDA multiple   8.4x   Increase
           

Co-Investments

    7,709,553     Recent transaction   Recent transaction   n/a   n/a
           

Co-Investments

    37,042,634     Adjusted reported net asset value   Reported net asset/fair value adjustments   n/a   n/a

(1) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase/decrease to the corresponding unobservable input.

 

25


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

 

4. Investment Adviser and Transactions with Affiliates

For its services to the Fund, the Adviser is entitled to a management fee (“Management Fee”), which is paid monthly in arrears, at an annual rate of 1.40%, based on the Fund’s month-end net assets. The Adviser pays the Sub-Adviser 50% of the Management Fee monthly in arrears. For the year ended March 31, 2022, the Adviser earned $3.4 million in Management Fees of which $0.5 million was payable as of March 31, 2022.

The Fund has entered into the Expense Limitation and Reimbursement Agreement with the Adviser through September 30, 2022 (“Limitation Period”). The Adviser may extend the Limitation Period for a period of one year on an annual basis. The Expense Limitation and Reimbursement Agreement limits the amount of the Fund’s aggregate monthly ordinary operating expenses, excluding certain specified expenses (“Specified Expenses”), borne by the Fund in respect of each class of shares during the Limitation Period to an amount not to exceed 1.0%, on an annualized basis, of the Fund’s month-end net assets (“Expense Cap”).

Specified Expenses that are not covered by the Expense Limitation and Reimbursement Agreement include: (i) the management fee; (ii) all fees and expenses of the private market assets in which the Fund invests (“Acquired Fund Fees”); (iii) transactional costs, including legal costs and brokerage commissions associated with the acquisition and disposition of private market assets and other investments; (iv) interest payments incurred on borrowing by the Fund; (v) fees and expenses incurred in connection with the credit facility; (vi) distribution and shareholder servicing fees; (vii) taxes; and (viii) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence.

To the extent the Fund’s aggregate annual ordinary operating expenses, exclusive of the Specified Expenses, exceed the Expense Cap, the Adviser will waive its management fee and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. The Adviser may also directly pay expenses on behalf of the Fund and waive reimbursement under the Expense Limitation and Reimbursement Agreement. To the extent that the Adviser waives fees or reimburses expenses, it is permitted to recoup any amounts waived and expense amounts previously paid or borne by the Adviser, for a period not to exceed three years from the year in which such fees were waived or expenses were borne by the Adviser, provided that the Fund’s total annual operating expenses are below the Expense Cap that was in place at the time of such fee reductions or expense reimbursements.

Expenses in excess of the Expense Cap subject to recoupment under the Expense Limitation and Reimbursement Agreement were $1.7 million since Inception. During the fiscal year ended March 31, 2022, $0.7 million was recouped. As of March 31, 2022, $1.0 million is subject to recoupment. The Adviser paid expenses on behalf of the Fund totaling $0.4 million during the year ended March 31, 2022. The Consolidated Statement of Assets and Liabilities includes a due to adviser of $0.1 million as of March 31, 2022 reflecting expenses in excess of the Expense Cap less expenses paid by the Adviser.

As of March 31, 2022, the Fund had a due from feeder balance of $0.4 million for operating expenses paid by the Fund on behalf of the Feeder Fund.

 

26


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

 

5. Administrator, Custodian and Transfer Agent

SEI Investments Global Funds Services (“SEI”) serves as the Fund’s administrator. In this role, SEI provides administrative and accounting services to the Fund and charges the Fund fees that are based on the Fund’s assets under management, subject to a minimum annual fee. For the year ended March 31, 2022, SEI earned $0.3 million in administration fees of which $0.05 million was payable as of March 31, 2022.

US Bank serves as the Fund’s custodian and charges the Fund fees based on average assets under management and also charges various transaction related fees. For the year ended March 31, 2022, U.S. Bank earned $0.05 million in custody fees of which $0.02 million was payable as of March 31, 2022.

Atlantic Shareholder Services, LLC (“Atlantic”) serves as the Fund’s transfer agent. Atlantic receives and processes purchase orders, effects issuance of shares, prepares and transmits payments for distributions, receives and processes tender offers and maintains records of account. Atlantic charges the Fund an asset-based fee and various transaction or account level fees. For the year ended March 31, 2022, Atlantic earned $0.1 million in transfer agent fees of which $0.03 million was payable as of March 31, 2022.

6. Revolving Credit Facility

The Fund has a revolving credit agreement, as amended from time to time (“Credit Facility”), with a syndicate of third-party bank lenders, including Cadence Bank, N.A. The Credit Facility has a maximum borrowing level of $55.0 million. The purpose of the Credit Facility is to provide short-term working capital, primarily to bridge the timing of the Fund’s acquisition of Private Assets in advance of the receipt of monthly subscriptions. The Credit Facility has an interest rate of the Daily Simple SOFR rate plus 2.80% per annum, with a minimum rate of 3.30%. The average interest rate on short-term borrowings during the period was 3.3%. In conjunction with the Credit Facility, the Fund paid a closing fee of 0.50% which is being amortized in the Consolidated Statement of Operations over the term of the Credit Facility. For the year ended March 31, 2022, expenses charged to the Fund related to the Credit Facility were $0.1 million. The average daily short-term borrowings outstanding during the year ended March 31, 2022 was $0.4 million.

The following table provides a summary of the key characteristics of the Credit Facility as of March 31, 2022:

 

Current Balance (in millions)

   $0.0

Maximum Capacity (in millions)

   $55.0

Inception Date

   August 31, 2020

Maturity Date

   May 23, 2024

Unused Fee(1)

   0.50% per annum

 

(1)

The Fund is charged a fee on the unused portion of the Credit Facility.

 

27


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

 

7. Commitments and Contingencies

Commitments

As of March 31, 2022, the Fund had total unfunded commitments of $84.5 million with $83.7 million to Investment Funds and $0.8 million to Co-Investments. The Fund expects to fulfill unfunded commitments through the use of current liquidity, future distributions from Investment Funds and Co-Investments, borrowings under the Credit Facility and future Shareholder subscriptions.

Contingencies

In the normal course of business, the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and that provide general indemnifications. Additionally, under the Fund’s organizational documents, the officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. The Fund’s maximum exposure under these arrangements is unknown, as it involves possible future claims that may or may not be made against the Fund. Based on experience, its knowledge of the third-party service provider contracts and its day-to-day activities on behalf of the Fund, the Adviser is of the view that the risk of loss to the Fund in connection with the Fund’s indemnification obligations is remote; however, there can be no assurance that such obligations will not result in material liabilities that adversely affect the Fund.

8. Capital Share Transactions

The Fund offers Class I, Class D, Class S and Class T Shares. The minimum initial investment for Class T, Class S and Class D Shares from each investor is $0.05 million and the minimum initial investment from each investor for Class I Shares is $1.0 million. Investors purchasing Class D and Class S Shares may be charged a sales load up to a maximum of 3.5%, and investors purchasing Class T Shares may be charged a sales load up to a maximum of 1.5%. Investors purchasing Class I Shares are not charged a sales load. The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar month at the Fund’s then-current NAV per share (determined as of the close of business on the last business day of the immediately preceding month).

The following table summarizes the Capital Share transactions:

 

     For the Year Ended March 31, 2022  
     Proceeds from Sales             Reinvestment of Dividends  
         Shares          Dollar Amounts                 Shares          Dollar Amounts  

Class I

     7,882,538        $ 311,689,417            44,753        $ 1,842,496   

Class D

     207,024         8,030,407            1,935         79,598   

Class S

     -           -              19         777   

Class T

     9,421         386,000            31         1,260   
  

 

 

    

 

 

       

 

 

    

 

 

 

Increase in Shares and Net Assets

     8,098,983        $     320,105,824                    46,738        $         1,924,131   
  

 

 

    

 

 

       

 

 

    

 

 

 

 

28


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (continued)

March 31, 2022

8. Capital Share Transactions (continued)

 

     For the Period Ended March 31, 2021*  
     Proceeds from Sales             Reinvestment of Dividends  
     Shares      Dollar Amounts                 Shares          Dollar Amounts  

Class I

     2,410,487        $ 65,524,476            -          $ -     

Class D

     137,490         4,067,500            -           -     

Class S

     2,000         50,000            -           -     

Class T

     2,000         50,000            -           -     
  

 

 

    

 

 

       

 

 

    

 

 

 

Increase in Shares and Net Assets

         2,551,977        $     69,691,976                        -          $             -     
  

 

 

    

 

 

       

 

 

    

 

 

 

* The Fund commenced operations on October 1, 2020.

In March 2022, the Adviser recommended and the Board commenced a tender offer to repurchase up to 5% of the Fund’s outstanding Shares. Any repurchase of Shares which have been held for less than one year by a Shareholder, as measured through the date of redemption, will be subject to an early repurchase fee equal to 2% of the NAV of the Shares repurchased by the Fund. The Adviser may not recommend, or the Board may not authorize, a repurchase offer for any quarter in which the Adviser believes that it would be detrimental to the Fund for liquidity or other reasons. There can be no assurance that the Board will accept the Adviser’s recommendation.

9. Investment Transactions

Purchases of Investment Funds and Co-Investments for the year ended March 31, 2022 totaled $187.6 million and $41.8 million, respectively. Total proceeds received from investments that represented return of capital distributions were $21.8 million for the year ended March 31, 2022.

10. Risk Factors

An investment in the Fund involves material risks, including performance risk, liquidity risk, business and financial risk, risks associated with the use of leverage, valuation risk, tax risk and other risks that should be carefully considered prior to investing and investing should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment.

11. COVID-19

COVID-19 has continued to significantly impact social and economic activity in the U.S. and global markets. The impact of COVID-19, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. COVID-19 may result in substantial market volatility and may adversely impact the values and liquidity of the Fund’s investments, and consequently, the Fund’s performance.

 

29


Conversus StepStone Private Markets

Notes to Consolidated Financial Statements (concluded)

March 31, 2022

 

12. Subsequent Events

Effective April 1, 2022 and May 1, 2022, there were additional subscriptions into the Fund in amounts of $47.8 million and $42.2 million, respectively, including $18.5 million and $9.4 million, respectively, subscribed by Conversus StepStone Private Markets Feeder Ltd.

The Fund has evaluated subsequent events through the date the consolidated financial statements were issued and has determined there have not been any additional events that have occurred that would require adjustments or disclosures in the consolidated financial statements or the accompanying notes.

 

30


Conversus StepStone Private Markets

Trustees and Officers

March 31, 2022 (unaudited)

The Fund seeks as Trustees individuals of distinction and experience in business and finance, government service or academia. In determining that a particular Trustee was and continues to be qualified to serve as Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. Based on a review of the experience, qualifications, attributes or skills of each Trustee, including those enumerated in the table below, the Board has determined that each of the Trustees is qualified to serve as a Trustee of the Fund. In addition, the Board believes that, collectively, the Trustees 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. Information about the Fund’s committees is provided below under “Independent Trustees and the Committees.”

The Trustees of the Fund, their birth years, addresses, positions held, lengths of time served, their principal business occupations during the past five years, the number of portfolios in the “Fund Complex” (defined below) currently overseen by each Independent Trustee and other directorships, if any, held by the Trustees, are shown below. The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Advisers and any registered funds that have an adviser that is an affiliate of the Advisers. The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 704-215-4300.

 

Name

Address,

and Birth Year

 

Position(s)

Held with

Registrant

 

Term of

Office and

Length of

Time Served 1

 

Principal Occupation(s)

During Past Five Years

 

Number of

Portfolios
Overseen in Fund
Complex

 

Other Directorships

Held by Trustee2

INDEPENDENT TRUSTEES

Harold Mills

c/o StepStone Conversus LLC 128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1970

  Trustee   Indefinite Length
— Since
Inception
  CEO, VMD Ventures (since 2016); CEO, ZeroChaos (2000 – 2017)   1   None

Tracy Schmidt

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1957

  Trustee   Indefinite Length
— Since
Inception
  Founder, Morning Star Advisory, LLC (consulting and advisory services) (since 2018), Enterprise Chief Financial Officer, Group President of Alternative Investments and Chief Operating Officer, CNL Financial Group (2004 – 2018)   1   None

Ron Sturzenegger

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1960

  Trustee   Indefinite Length
— Since
Inception
  Enterprise Business & Community Engagement Executive, Bank of America (2014 – 2018); Legacy Asset Servicing (LAS) Executive, Bank of America (2011—2015)   1   Director of KBS Real Estate Investment Trust II, Inc. (since 2019), and KBS Real Estate Investment Trust III, Inc. (since 2019)

 

31


Conversus StepStone Private Markets

Trustees and Officers

March 31, 2022 (unaudited) (concluded)

 

The Trustee who is affiliated with the Advisers or affiliates of the Advisers (as set forth below) and his age, address, positions held, length of time served, his principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any, held by the Interested Trustee, are shown below.

 

Name

Address,

and Birth Year

 

Position(s)

Held with

Registrant

 

Term of

Office and

Length of

Time Served 1

 

Principal Occupation(s)

During Past Five Years

 

Number of

Portfolios
Overseen in Fund
Complex

 

Other Directorships

Held by Trustee2

TRUSTEES

Tom Sittema

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1958

  Chairperson of
the Board of
Trustees
  Indefinite Length
— Since
Inception
  Executive Chairman, StepStone Conversus (Since 2020); Managing Director, RiverBridge Capital (Since 2018); CEO, CNL Financial Group (2009-2017)   1   Director of CNL Healthcare Properties (2012-2017); Director of CNL Healthcare Properties II (2015-2017); Director of Corporate Capital Trust (2010-2017); Director of Corporate Capital Trust II (2014-2017); Director of CNL Lifestyles Property Trust (2012-2017); Director of CNL Growth Properties, Inc. (2016-2017)

Bob Long

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1962

  Trustee   Indefinite Length
— Since
Inception
  CEO, StepStone Conversus (Since 2019); Vice Chairman/ President, Star Mountain Capital (2016-2018); CEO, OHA Investment Corporation (2014-2016)   1   None

 

1

Each Trustee serves an indefinite term, until his or her successor is elected.

2

This includes any directorships at public companies and registered investment companies held by the Trustee over the past five years.

The executive officers of the Fund, their birth years, addresses, positions held, lengths of time served and their principal business occupations during the past five years are shown below.

 

       

Name

Address,

and Birth Year

  

            Position(s)

            Held with

            Registrant

  

Length of

Time Served 1

  

Principal Occupation(s)

During Past 5 Years

EXECUTIVE OFFICERS

Bob Long

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1962

   President and Principal Executive Officer    Indefinite Length — Since Inception    See above

Tim Smith

c/o StepStone Conversus LLC

128 S Tryon St., Suite 880

Charlotte, NC 28202

Birth Year: 1968

   Treasurer and Principal Financial Officer    Indefinite Length — Since Inception    CFO and COO, StepStone Conversus (Since 2019); President, Carolon Capital (Since 2013)

Roger Pries

c/o Foreside Fund Officer Services, LLC

Three Canal Plaza

Portland, ME 04101

Birth Year: 1965

   Chief Compliance Officer    Indefinite Length — Since Inception    Fund Chief Compliance Officer, Foreside Financial Services, LLC (Since 2019); Compliance Officer, Citi Fund Services (2016-2019)

1    Each Officer serves an indefinite term, until his or her successor is elected.

 

32


Conversus StepStone Private Markets

Approval of Investment Advisory and Sub-Advisory Agreements

March 31, 2022 (unaudited)

Approval of Investment Advisory and Sub-Advisory Agreements

At an in-person meeting of the Board of Trustees (the “Board”) of Conversus StepStone Private Markets (the “Fund”) held on February 16, 2022 (the “Meeting”), the Board, including a majority of the Trustees who are not considered to be “interested persons” of the Fund (the “Independent Trustees”) under the Investment Company Act of 1940, as amended (the “1940 Act”), unanimously voted to approve the continuation of each of the following: (i) an investment advisory agreement by and between StepStone Conversus LLC (the “Adviser”) and the Fund (the “Advisory Agreement”); and (ii) a separate sub-advisory agreement by and among StepStone Group LP (the “Sub-Adviser” and collectively with the Adviser, the “Advisers”), the Adviser and the Fund (the “Sub-Advisory Agreement” and together with the Advisory Agreement, the “Agreements”).

In connection with their consideration of whether to approve the continuation of the Agreements, the Board received and reviewed information provided by the Advisers relating to the Fund, the Agreements and the Advisers, including comparative fee and expense information and other information regarding the respective nature, extent and quality of services to be provided by each Adviser under the Agreements. The materials provided to the Board generally included, among other items: (i) information on the Fund’s management fees and other expenses, including information comparing the management fees to be paid by the Fund to those of a peer group of funds; (ii) information about each Adviser’s profitability with respect to the Agreements; and (iii) a memorandum prepared by each Adviser in response to a request submitted by legal counsel to the Funds (each, a “Response Memorandum”), including a description of each Adviser’s business, a copy of each Adviser’s Form ADV, and certain other information about each Adviser to be considered in connection with the review by the members of the Board. The Board, including the Fund’s Independent Trustees, also considered other matters such as: (i) the Fund’s investment objective and strategies; (ii) the Fund’s investment performance over relevant time periods; (iii) the Advisers’ investment personnel and operations, including the personnel and other resources devoted to the Fund; (iv) the Advisers’ financial results and financial condition; (v) the resources to be devoted to the Fund’s investment policies and restrictions, policies on personal securities transactions and other compliance policies and procedures; (vi) the Advisers’ policies with respect to allocation of investments and seeking best execution; and (vii) possible conflicts of interest. Throughout the process, the Board had the opportunity to ask questions of and request additional materials from the Advisers.

In determining whether to approve the continuation of the Agreements for the Fund, the members of the Board reviewed and evaluated information and factors they believed to be relevant and appropriate through the exercise of their reasonable business judgment. The Board, including the Independent Trustees, did not identify any single factor as determinative. Individual members of the Board may have evaluated the information presented differently from one another, giving different weights to various factors in considering whether to approve the continuation of the Agreements. Throughout the evaluation process, the Board was assisted by counsel for the Fund. A more detailed summary of the important, but not necessarily all, factors the Board considered with respect to its approval of the continuation of the Agreements is provided below.

 

33


Conversus StepStone Private Markets

Approval of Investment Advisory and Sub-Advisory Agreements

March 31, 2022 (unaudited) (continued)

 

Advisory Agreement

Matters considered by the Board, including the Independent Trustees, in connection with its approval of the continuation of the Advisory Agreement included the factors listed below.

The nature, extent and quality of the services to be provided to the Fund under the Advisory Agreement. The Board considered the responsibilities of the Adviser under the Advisory Agreement, and the services provided by the Adviser to the Fund, including, without limitation, the management, oversight, operational, and governance services that the Adviser and its employees provide to the Fund, the Adviser’s coordination of services for the Fund by its service providers, its compliance procedures and practices, and its efforts to promote the Fund. The Board also considered the background and experience of the Adviser’s senior management personnel. The Board noted that certain of the Fund’s officers are employees of the Adviser or its affiliates and serve the Fund without additional compensation from the Fund. The Board further considered information regarding the Adviser’s program designed to ensure compliance with federal securities and other applicable laws and the Adviser’s risk management processes. After reviewing the foregoing information and further information in the Adviser’s Response Memorandum (which included, among other information, descriptions of the Adviser’s business and the Adviser’s Form ADV) and discussing the Adviser’s proposed services to the Fund, the Board concluded that the quality, extent, and nature of the services provided by the Adviser are satisfactory and appropriate for the Fund.

Investment management capabilities and experiences of the Adviser. The Board considered the quality of the services provided and the quality of the Adviser’s resources that are available to the Fund. The Board evaluated the Adviser’s advisory, operational, governance, distribution, legal, compliance, and risk management services, among other services, and information the Board received regarding the experience and professional qualifications of the Adviser’s key personnel and the size and functions of its staff. The Board noted that the Adviser is a wholly owned subsidiary of the Sub-Adviser and leverages the infrastructure of the Sub-Adviser to support its operations, which includes working closely with key personnel of the Sub-Adviser. After consideration of these factors, the Board determined that the Adviser is an appropriate investment adviser for the Fund.

Performance. The Board considered the investment performance of the Fund, which is provided to the Board on a regular basis and other information and materials provided to the Board by the Advisers concerning Fund performance. Based on these considerations, the Board concluded that it had continued confidence in the Adviser’s and the Sub-Adviser’s overall capabilities to manage the Fund.

Cost of the services to be provided and profits realized by the Adviser from the relationship with the Fund. The Board examined and evaluated the fee arrangement between the Adviser and the Fund under the Advisory Agreement, including as compared with the fees and expenses of certain unaffiliated closed-end funds operated as tender funds considered by the Adviser to have similar investment objectives and strategies to the Fund (the “Peer Group”). The Board considered information about the Adviser’s profitability with respect to the Fund, as well as the costs of services provided by the Adviser to the Fund. The Board received and reviewed information relating to the financial condition of the Adviser and its affiliates. The Board also considered potential benefits for the Adviser in

 

34


Conversus StepStone Private Markets

Approval of Investment Advisory and Sub-Advisory Agreements

March 31, 2022 (unaudited) (continued)

 

managing the Fund, including promotion of the Adviser’s name and enhancement of its reputation in the industry. Upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Adviser by the Fund are appropriate and representative of arm’s-length negotiations.

Economies of Scale. The Board considered the size and growth prospects of the Fund and how it relates to the structure of the Fund’s management fee schedule, which does not include breakpoints. After considering all of the information available to it, the Board concluded that it was satisfied with the extent to which economies of scale would be shared for the benefit of the Fund’s shareholders based on currently available information. The Board noted, however, that it would continue to monitor any future growth in the Fund’s assets and the appropriateness of management fee breakpoints or other methods to share benefits from economies of scale as part of its future review of the Advisory Agreement.

Comparison of fees paid to those under other investment advisory contracts. In evaluating the management fees and expenses, the Board considered the Fund’s management fees in absolute terms and as compared with the fees and expenses of the Peer Group. Based upon the comparative fee information provided, the Board noted that the Fund’s management fees were below the Peer Group’s average. The Board also considered the Adviser’s commitment pursuant to the expense limitation agreement with the Fund whereby the Adviser had agreed to pay, absorb, or reimburse the Fund’s aggregate monthly ordinary operating expenses, excluding certain specified expenses, borne by the Fund in respect of each class of shares through September 30, 2022 (the “Limitation Period”) to an amount not to exceed 1.00%, on an annualized basis, of the month-end net asset value of such share class. The Adviser may extend the Limitation Period for a period of one year on an annual basis. The Board considered the level of the Fund’s management fees in light of the level of service to be received from the Adviser and the strategies to be employed in managing the Fund.

Benefits derived or to be derived by the Adviser from its relationship with the Fund. The Board considered “fall-out” or ancillary benefits that would accrue to the Adviser as a result of its relationship with the Fund (other than the advisory fee), including non-quantifiable reputational benefits. The Board noted in this regard that the Adviser continues to evaluate and pursue opportunities to provide advisory services to additional funds or other vehicles with overlapping investment strategies, and that the track record of the Fund may enhance the Adviser’s ability to market its services and win such mandates.

Sub-Advisory Agreement

Matters considered by the Board, including the Independent Trustees, in connection with its approval of the continuation of the Sub-Advisory Agreement included the factors listed below.

The nature, extent, and quality of the services to be provided to the Fund under the Sub-Advisory Agreement. The Board considered the responsibilities the Sub-Adviser under the Sub-Advisory Agreement and the services provided by the Sub-Adviser including, without limitation, the investment advisory services and the Sub-Adviser’s compliance procedures and practices. The Board also considered the background, and experience of the Sub-Adviser’s senior management personnel and the qualifications, background, and responsibilities of the portfolio managers primarily responsible for the day-to-day portfolio management services for the Fund. After reviewing the foregoing information and

 

35


Conversus StepStone Private Markets

Approval of Investment Advisory and Sub-Advisory Agreements

March 31, 2022 (unaudited) (continued)

 

further information in the materials, including the Sub-Adviser’s Response Memorandum (which included, among other information, descriptions of the Sub-Adviser’s business and the Sub-Adviser’s Form ADV), the Board concluded that the quality, extent, and nature of the services provided by the Sub-Adviser are satisfactory and appropriate for the Fund.

The investment management capabilities and experience of the Sub-Adviser. The Board evaluated the investment management experience of the Sub-Adviser, noting that the Sub-Adviser currently manages accounts that use an investment strategy similar to that proposed for the Fund (although none of the accounts are registered investment companies). The Board also considered that the Fund will benefit from the scale and resources of the Sub-Adviser and its affiliates. It was noted that the Sub-Adviser was a global private markets specialist overseeing (together with its related advisers) approximately $519 billion of private capital allocations, including approximately $121 billion of assets under management as of September 30, 2021. The Board discussed with the Sub-Adviser the investment objective and strategies of the Fund and the Sub-Adviser’s plans for implementing the Fund’s strategies. After considering these factors, the Board determined that the Sub-Adviser is an appropriate Sub-Adviser to the Fund.

Performance. The Board considered the investment performance of the Fund, which is provided to the Board on a regular basis and other information and materials provided to the Board by the Advisers concerning Fund performance. Based on these considerations, the Board concluded that it had continued confidence in the Adviser’s and the Sub-Adviser’s overall capabilities to manage the Fund.

The costs of the services to be provided and profits realized by the Sub-Adviser from its relationship with the Fund. The Board reviewed the fees paid under the Sub-Advisory Agreement, which the Board noted are paid by the Adviser not the Fund. The Board considered information about the Sub-Adviser’s profitability with respect to the Fund, as well as the costs of services provided by the Sub-Adviser to the Fund. The Board received and reviewed information relating to the financial condition of the Sub-Adviser and its affiliates. Upon further consideration and discussion of the foregoing, the Board concluded that the fees paid to the Sub-Adviser by the Adviser under the Sub-Advisory Agreement are appropriate and representative of arm’s-length negotiations.

Economies of Scale. The Board considered the size and growth prospects of the Fund and how it relates to the structure of the Fund’s management fee schedule. After considering all of the information available to it, the Board concluded that it was satisfied with the extent to which economies of scale would be shared for the benefit of the Fund’s shareholders based on currently available information, noting that the Adviser is responsible for the payment of sub-advisory fees to the Sub-Adviser.

Other benefits to be derived by the Sub-Adviser from its relationship with the Fund. The Board considered “fall-out” or ancillary benefits that would accrue to the Sub-Adviser as a result of its relationship with the Fund (other than the sub-advisory fee), including non-quantifiable reputational benefits. The Board noted in this regard that the Sub-Adviser continues to evaluate and pursue opportunities to provide advisory services to additional funds or other vehicles with overlapping investment strategies, and that the track record of the Fund may enhance the Sub-Adviser’s ability to market its services and win such mandates.

***

 

36


Conversus StepStone Private Markets

Approval of Investment Advisory and Sub-Advisory Agreements

March 31, 2022 (unaudited) (concluded)

 

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision on the approval of the continuation of the Agreements. In reaching this conclusion, the Board did not assign relative weights to the factors discussed above or deem any one or group of them to be controlling in and of themselves. Based on the discussions and considerations at the Meeting, the Board, including the Independent Trustees, voted to approve the continuation of the Agreements.

 

37


 

 

 

CON-AR-001-0200

 

 

 


Item 2.

Code of Ethics.

(a) The registrant (or the “Fund”), as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of the code of ethics is filed herewith.

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s board of trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee.

(a)(2) The audit committee financial expert is Mr. Tracy Schmidt who is independent as defined in Form N-CSR Item 3 (a)(2).

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for the year ended March 31, 2022 and period ended March 31, 2021 (the registrant’s first period of operations) for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for each year or period are $0.20 million and $0.09 million, respectively.

Audit-Related Fees

(b) The aggregate fees billed for the year ended March 31, 2022 and period ended March 31, 2021 (the registrant’s first period of operations) for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 and $0, respectively.

Tax Fees

(c) The aggregate fees billed for the year ended March 31, 2022 and period ended March 31, 2021 (the registrant’s first period of operations) for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning are $0.08 million and $0.03 million, respectively.

All Other Fees

(d) The aggregate fees billed for the year ended March 31, 2022 and period ended March 31, 2021 (the registrant’s first period of operations) for products and services provided by the principal accountant other than the services reported in paragraphs (a) through (c) of this Item are $0 and $0, respectively.


(e)(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee may, from time to time, delegate to one or more of its members who are “independent trustees” (as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”)) pre-approval authority for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees that are pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be waived provided that: (i) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided; (ii) such services were not recognized by the registrant at the time of engagement as non-audit services; and (iii) such services are promptly brought to the attention of the audit committee of the registrant, approved prior to the completion of the audit, and approved based upon a determination that the service is eligible for waiver.

(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) Not applicable.

(c) 0%

(d) Not applicable.

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the year ended March 31, 2022 and period ended March 31, 2021 were $2.7 million and $0.5 million, respectively.

(h) The registrant’s audit committee has considered whether the provision of non-audit services that were rendered to either the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) The Schedule of Investments in unaffiliated issuers as of the close of the reporting period is included as part of the Report to Stockholders filed under Item 1 of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Fund’s investment adviser, StepStone Conversus LLC (the “Adviser”), has delegated proxy voting responsibility to StepStone Group LP (the “Sub-Adviser”). The Sub-Adviser’s exercise of this delegated proxy voting authority on behalf of the Fund is subject to the oversight of the Adviser.


The policies and procedures used by the Sub-Adviser to determine how to vote proxies relating to portfolio securities is set forth below:

PROXY VOTING POLICY

Pursuant to Rule 206(4)-6 and Rule 204-2 under the Investment Advisers Act of 1940 (the “Advisers Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Advisers Act, for an investment adviser to exercise voting authority with respect to client securities, unless (A) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (B) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (C) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.

Voting Proxies

The Sub-Adviser is responsible for voting proxies on behalf of the Fund. The Sub-Adviser must vote proxies in a way that is consistent with the Sub-Adviser’s fiduciary duty to the Fund, and any investment policy of the Fund and maintain records of proxies voted, together with a brief explanation why votes were cast in a particular way.

The Sub-Adviser, as a matter of policy and as a fiduciary to the Fund, has responsibility for voting proxies for portfolio securities consistent with the best economic interest of the Fund. The Sub-Adviser’s policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as make information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.

The Sub-Adviser has adopted the following procedures to implement the Sub-Adviser’s firm policy in regard to the Fund.

Voting Procedures

All investment professionals will forward any proxy materials received on behalf of the Fund to the Sub-Adviser’s Chief Compliance Officer, as applicable.

The Sub-Adviser’s Chief Compliance Officer, as applicable, will verify the Fund holds the security to which the proxy relates.

Absent material conflicts, the investment professionals responsible for the investment to which the proxy materials relate, in consultation with Sub-Adviser’s Chief Compliance Officer will determine how the Sub-Adviser should vote the proxy in accordance with applicable voting guidelines, complete the proxy, and vote the proxy in a timely and appropriate manner.

Voting Guidelines

The Sub-Adviser will vote proxies in the best interests of the Fund. The Sub-Adviser’s policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client or as documented in the file by Sub-Adviser’s Chief Compliance Officer, as applicable. Clients of the Sub-Adviser, outside of the Fund, are permitted to place reasonable restrictions on the Sub-Adviser’s voting authority in the same manner that they may place such restrictions on the actual selection of account securities.

The Sub-Adviser will generally vote in favor of routine corporate housekeeping proposals such as to change capitalization (e.g., increase the authorized number of common or preferred shares of stock (to the extent there are not disproportionate voting rights per preferred share)), the election of directors, setting the time and place of the annual meeting, change of fiscal year, change of name, and selection of auditors absent conflicts of interest raised by an auditor’s non-audit services.

In the case of non-routine matters, voting decisions will generally be made in support of management, unless it is believed that such recommendation is not in the best interests of the Fund. On a case by case basis, the Sub-Adviser will decide non-routine matters, taking into account the opinion of management and the effect on management, and the effect on shareholder value and the issuer’s business practices. These matters include, but are not limited to, change of domicile, change in preemptive rights or cumulative voting rights, compensation plans, investment restrictions for social policy goals, precatory proposals, classification of the board of directors, poison pill proposals or amendments, recapitalizations, and super-majority voting.

The Sub-Adviser will abstain from voting if it is determined to be in the best interests of the Fund. In making such a determination, various factors will be considered, including, but not limited to, the costs associated with exercising the proxy (e.g., travel or translation costs) and any legal restrictions on trading resulting from the exercise of the proxy. In consultation with the Sub-Adviser’s Chief Compliance Officer, as applicable, the Sub-Adviser may also consider any special regulatory implications applicable to the client or the Sub-Adviser resulting from the exercise of the proxy.


Conflicts of Interest

The Sub-Adviser will identify any conflicts that exist between the interests of the Sub-Adviser and the client by reviewing the relationship of the Sub-Adviser with the issuer of each security to determine if the Sub-Adviser or any of its employees has any financial, business or personal relationship with the issuer.

If a material conflict of interest exists, the Sub-Adviser’s Chief Compliance Officer, as applicable, will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.

The Sub-Adviser will maintain a record of the resolution of any conflict of interest.

Recordkeeping

The Sub-Adviser’s Chief Compliance Officer, as applicable, shall retain the following proxy records in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) five-year retention requirement.

 

   

These policies and procedures and any amendments.

 

   

Each proxy statement that the Sub-Adviser receives.

 

   

A record of each vote that the Sub-Adviser casts.

 

   

Any document the Sub-Adviser created that was material to making a decision how to vote proxies, or that memorializes that decision including periodic reports to the Sub-Adviser’s Chief Compliance Officer or proxy committee, if applicable.

 

   

A copy of each written request from the Board for information on how the Sub-Adviser voted the Fund’s proxies, and a copy of any written response.

Private Markets Investments

Investments in private markets are often subject to contractual agreements among the investors in the fund or company. If the Sub-Adviser has the authority to vote with respect to the interests, it will exercise its rights in accord with its contractual obligations and, if its vote is not constrained by contract, the Sub-Adviser will determine how to vote based on the principles described above. Records relating to the vote will be kept for the five-year retention period.

The registrant will file a Form N-PX, with the Fund’s complete proxy voting record for the 12 months ended June 30, no later than August 31st of each year.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) Fund Management

The following provides biographical information about the individuals who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Managers”) as of the date of this filing:

Thomas Keck

Thomas Keck leads the Sub-Adviser’s global research activities and the development of SPITM, the Sub-Adviser’s proprietary research database. He is also involved in the Firm’s environmental, social and governance (ESG) and risk management initiatives.

Prior to co-founding the Sub-Adviser, Mr. Keck was a managing director at Pacific Corporate Group, a private equity investment firm that oversaw over $15 billion of private equity commitments for institutional investors. Before that he was a principal with Blue Capital, a middle market buyout firm.

Mr. Keck graduated cum laude with a BA from the George Washington University and received his MBA with high honors from the University of Chicago Booth School of Business. He served in the US Navy as a Naval Flight Officer, receiving numerous decorations flying EA-6Bs off the USS Nimitz (CVN-68).


Michael Elio

Michael Elio is a member of the Sub-Adviser’s private equity team, focusing on middle-market buyouts and secondary funds. He is also involved in advisory and portfolio management activities’.

Prior to joining the Sub-Adviser in 2014, Mr. Elio was a managing director at ILPA, where he led programs around research, standards and industry strategic priorities. Before that he was a partner and managing director at LP Capital Advisors where he led the firm’s Boston office and served as the lead consultant to North American and European institutional investors. Mr. Elio was the primary consultant for many of the firm’s largest clients including public and private pension plans committing more than $5 billion annually. (a)(2) Other Accounts Managed by Fund Management and Potential Conflicts of Interest

In addition to the Fund, Thomas Keck and Michael Elio are responsible for the day-to-day advisement of certain other accounts, as listed below (“Other Accounts”). The information below is provided as of March 31, 2022 and excludes accounts where the Sub-Adviser has advisory but not discretionary authority.

 

Name

          Registered
Investment Companies
            Other Pooled
Investment Vehicles
            Other Accounts  
     Number of
Accounts
    

Total
Assets

($ billions)

     Number of
Accounts
Subject to
Performance
Fee
     Assets Subject
to
Performance
Fee ($ billions)
     Number of
Accounts
    

Total
Assets

($ billions)

     Number of
Accounts
Subject to
Performance
Fee
     Assets Subject
to
Performance
Fee ($ billions)
     Number of
Accounts
    

Total
Assets

($ billions)

     Number of
Accounts
Subject to
Performance
Fee
     Assets Subject
to
Performance
Fee ($ billions)
 

Thomas Keck

     0      $ 0        0      $ 0        17      $  46.2        17      $ 46.2        0      $ 0        0      $ 0  

Michael Elio

     0      $ 0        0      $ 0        8      $ 3.2        8      $ 3.2        14      $ 60.1        0      $ 0  

Conflicts of Interests. A potential conflict of interest may arise as a result of a Portfolio Manager’s provision of advisory services to Other Accounts. Other Accounts may pay higher management fees and/or performance fees than the Fund, and this could create an incentive for a Portfolio Manager to favor such funds in the allocation of investment opportunities.

The Sub-Adviser has implemented procedures that are designed to ensure that investment opportunities are allocated in a manner that: (i) treats all of its clients fairly and equitably; (ii) prevents conflicts regarding allocation of investment opportunities among its clients; and (iii) complies with applicable regulatory requirements. For example, the Sub-Adviser uses an allocation methodology designed to allocate all investments ratably based on a defined allocation procedure. Notwithstanding the foregoing, an aggregated investment may be allocated on a different basis under certain circumstances depending on factors which include, but are not limited to, available cash, liquidity requirements, risk parameters and legal and/or regulatory requirements.

The Sub-Adviser and its investment personnel, including a Portfolio Manager, may hold investments in Other Accounts. This may create an incentive for the Sub-Adviser and its investment personnel to take investment actions based on those investment interests which might diverge, in some cases, from the interests of other clients or favor or disfavor certain funds over other funds. Any potential conflict that arises from these circumstances is mitigated by several factors, including: (i) the fact that the Sub-Adviser’s investment process is designed to achieve long-term capital appreciation as opposed to short-term profits and (ii) the fact that the allocation process is controlled by finance and compliance personnel for the Sub-Adviser.

(a)(3) Compensation Structure of Fund Management Team

The Sub-Adviser’s philosophy on compensation is to provide senior professionals incentives that are tied to both short-term and long-term performance of the firm. All investment professionals are salaried. Further, all investment professionals are eligible for a short-term incentive bonus each year that is discretionary and based upon the professional’s performance, as well as the performance of the business.

Compensation for the Portfolio Managers includes, a salary, a discretionary bonus and certain retirement benefits from the Sub-Adviser. Additionally, each of the Portfolio Managers have equity interests in the Sub-Adviser and indirectly benefit from the success of the Fund based on their ownership interest.

(a)(4) Disclosure of Securities Ownership


The Fund is required to show the dollar amount range of each of Mr. Keck’s and Mr. Elio’s “beneficial ownership” of shares of the Fund as of the end of the most recently completed fiscal year. Dollar amount ranges to be disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of March 31, 2022, Mr. Keck and Mr. Elio did not beneficially own shares of the Fund.

(b) Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

No purchases were made during the reporting period by or on behalf of the Fund or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the Fund’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees during the period covered by this report.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures, as defined in Rule 30a-3(c) under the 1940 Act (17 CFR 270.30a-3(c)) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 270.30a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17CFR 270.3a-3(d)) that occurred during the period covered by this report that has materially affected, or were reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Items 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

  (a)

Not applicable.

 

  (b)

Not applicable.

Item 13. Exhibits.

 

(a)(1) Code of Ethics attached hereto.
(a)(2) A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)), is filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the 1940 Act (17 CFR 270.30a-2(b)) also accompany this filing as an exhibit.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

      Conversus StepStone Private Markets

By (Signature and Title)

      /s/ Robert W. Long
      Robert W. Long
     

President and Principal Executive Officer

Date: June 3, 2022      

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)      

/s/ Robert W. Long

     

Robert W. Long

     

President and Principal Executive Officer

Date: June 3, 2022      

 

By (Signature and Title)       /s/ Timothy A. Smith
      Timothy A. Smith
      Treasurer and Principal Financial Officer
Date: June 3, 2022      

CONVERSUS STEPSTONE PRIVATE MARKETS

STEPSTONE CONVERSUS LLC

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE

AND PRINCIPAL FINANCIAL OFFICERS

 

I.

Covered Officers/Purpose of the Code

This Code of Ethics (the “Code”) for the Principal Executive and Principal Financial Officers (the “Covered Officers”) for Conversus StepStone Private Markets (the “Fund”) applies to the Covered Officers for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange commission (“SEC”), and in other public communications made by the Fund;

 

   

compliance with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

Each Covered Officer shall adhere to a high standard of business ethics and shall be sensitive to situations that may give rise to actual or apparent conflicts of interest.

 

II.

Administration of the Code

Administration. The administration of the Code shall be supervised by the Fund’s Chief Compliance Officer (the “CCO”).

Any waivers sought by a Covered Officer must be approved by the Fund’s Audit Committee.

 

III.

Managing Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his/her service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a family member, receives improper personal benefits as a result of the Covered Officer’s position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”), and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The compliance programs and procedures for the Fund and for StepStone Conversus LLC (the “Adviser”) are designed to prevent, or identify and correct, violations of such conflicts. This Code does not, and is not intended to, repeat or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between a Fund and its Adviser, sub-adviser, administrator, custodian, placement agent and/or transfer agent (each, a “Service Provider”) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Service Provider and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Service Provider and is consistent with the performance by the Covered Officers of their duties as officers of the Fund

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.


Each Covered Officer must:

 

   

not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer or an immediate family member would benefit personally to the detriment of a Fund

 

   

not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer or an immediate family member rather than the benefit of the Fund;1

 

   

not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

   

report at least annually his or her affiliations and other relationships pursuant to the Adviser’s parent company’s Conflicts of Interest Directive.

There are some conflict of interest situations that must be approved by the CCO. Those situations include, but are not limited to:

 

   

serve as director on the board of any public or private company, excluding affiliates of StepStone Group LP and funds managed by such affiliates;

 

   

the receipt during any 12-month period of any gifts in excess of $100 in the aggregate from a third party that does or seeks to do business with the Fund; and

 

   

the receipt of any entertainment from any company with which the Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.

 

IV.

Disclosure and Compliance

Each Covered Officer shall:

 

   

be familiar with the disclosure requirements generally applicable to the Fund;

 

   

not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s managers and auditors, and to governmental regulators and self-regulatory organizations;

 

   

to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

   

promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

1 

For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Fund’s Code of Ethics. Each Covered Officer shall be considered an “Access Person” under such Code. The term “immediate family” shall have the same meaning as provided in such Code.

 

V.

Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of the Code (or after becoming a Covered Officer), affirm in writing to the Board that he/she has received, read and understands the Code;

 

   

annually affirm to the Board compliance with the requirements of the Code;

 

   

not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for reports of potential violations that are made in good faith;

 

   

notify the CCO promptly if he/she knows of any violation of this Code; and

 

   

respond to questionnaires circulated periodically in connection with the preparation of disclosure documents for the Fund.

The CCO or the Adviser’s Chief Compliance Officer shall maintain records of all activities related to this Code.


The Fund will follow the procedures set forth below in investigating and enforcing this Code:

 

   

The CCO will take all appropriate action to investigate any potential violation reported to him/her;

 

   

If, after such investigation, the CCO determines that no violation has occurred, the CCO will notify the person(s) reporting the potential violation, and the CCO will report his/her conclusions to the Audit Committee;

 

   

Any matter that the CCO determines may be a violation will be reported to the Audit Committee;

 

   

If the Audit Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to the appropriate officers of the Fund or the Adviser; or a recommendation to sanction or dismiss the Covered Officer;

 

   

The Audit Committee will be responsible for granting waivers in its sole discretion; and

 

   

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

The CCO shall:

 

   

report to the Audit Committee quarterly any approvals provided in accordance with Section III of this Code and

 

   

report to the Audit Committee quarterly any violations of, or material issues arising under, this Code.

 

VI.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other polices or procedures of the Fund or the Fund’s Service Providers govern or purport to govern the behavior or activities (including, but not limited to, personal trading activities) of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and the Adviser’s codes of ethics under Rule 17j-1 under the 1940 Act and any policies and procedures of the Service Providers are separate requirements applicable to the Covered Officers and are not part of this Code.

 

VII.

Amendments

All material amendments to this Code must be approved or ratified by the Board, including a majority of independent directors.

 

VIII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.

 

IX.

Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

Adopted: January 29, 2020

CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert W. Long, certify that:

 

1.

I have reviewed this report on Form N-CSR of Conversus StepStone Private Markets (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information, included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  (d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: June 3, 2022
/s/ Robert W. Long
Robert W. Long

President and Principal Executive Officer


CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Timothy A. Smith, certify that:

 

1.

I have reviewed this report on Form N-CSR of Conversus StepStone Private Markets (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information, included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  (d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: June 3, 2022
/s/ Timothy A. Smith
Timothy A. Smith

Treasurer and Principal Financial Officer

Dechert LLP Comments 5-26-2022

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the President and Principal Executive Officer of Conversus StepStone Private Markets (the “Fund”), with respect to the Fund’s report on Form N-CSR for the year ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Commission”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

This certification is being furnished to the Commission solely pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Dated: June 3, 2022

 

/s/ Robert W. Long
Robert W. Long
President and Principal Executive Officer


Dechert LLP Comments 5-26-2022

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the Treasurer and Principal Financial Officer of Conversus StepStone Private Markets (the “Fund”), with respect to the Fund’s report on Form N-CSR for the year ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Commission”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

This certification is being furnished to the Commission solely pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Dated: June 3, 2022

 

/s/ Timothy A. Smith
Timothy A. Smith
Treasurer and Principal Financial Officer