PEM LLC is a Delaware limited liability company. PEM LLC is owned entirely by Performance
Equity Associates, LLC (“PEA”). Sagard Holdings Management Inc., a Canadian corporation
(“SHMI”) indirectly holds a minority interest in PEA. SHMI is a subsidiary of Sagard Holdings
Inc., which is an indirect subsidiary of Power Corporation of Canada, a publicly-traded
international management and holding company listed on the Toronto Stock Exchange. The equity
owners of PEA have agreed to sell the remaining equity to a subsidiary of SHMI over time.
PEM LLC offers discretionary and non-discretionary investment supervisory and related services
to separate account clients and funds with respect to private market assets (“clients”). Its fund
clients consist of private investment-related funds (“Private Investment Funds”) for which PEM
LLC acts as investment adviser. PEM LLC also acts as the manager of each general partner
(“General Partner”) of a particular Private Investment Fund. PEM LLC has been in business since
June 2005. In addition, one or more officers or managing directors of PEM LLC may have an
interest in the General Partner of a Private Investment Fund.
PEM LLC provides portfolio management services to its Private Investment Funds. Each General
Partner has delegated to PEM LLC, as investment adviser, the authority to make all investment
decisions for the Private Investment Funds. Each of the existing Private Investment Funds has
entered into an investment management agreement with PEM LLC. The investment advisory
services provided to the Private Investment Funds consist primarily of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments, and
achieving dispositions of such investments. PEM LLC does not generally tailor its advisory
services to the limited partners (“Limited Partners”) in the Private Investment Funds or provide
Limited Partners with the right to specify or restrict the investment objectives or any investment
decisions of the Private Investment Funds. Accordingly, an investment in the Private Investment
Funds does not create a client-adviser relationship between such Limited Partners and PEM LLC.
From time to time, PEM LLC personnel acting on behalf
of a Private Investment Fund may serve
on a portfolio company’s board of directors or otherwise act to influence management of
companies in which such Private Investment Fund holds an investment. In addition, such persons
may serve on advisory boards of any underlying investment fund in which clients have invested.
The PEM LLC Investment Committee (see Item 10) will source private market investments for
clients of one of PEM LLC’s former affiliates which remains a non-discretionary client (“Former
Affiliate”), subject to approval by the Former Affiliate, comprised of the head of Alternatives
Investment Unit of the Former Affiliate (“Head of Alternatives”). Potential private market
investment transactions for the Former Affiliate are brought by members of the PEM LLC
Investment Committee to the Head of Alternatives for consideration. Pursuant to an investment
management agreement, the Former Affiliate maintains investment discretion and control with
respect to private market investments for enumerated clients of the Former Affiliate, including the
right to negotiate any such private market investments and to select counsel for the Former
Affiliate’s clients. PEM LLC evaluates the choice of legal counsel for its discretionary clients on
a deal-by-deal basis. PEM LLC may in its sole discretion retain the same counsel as the Former
Affiliate with respect to such investments based upon its evaluation of such counsel and
determination that such choice is appropriate and in the best interests of PEM LLC’s clients based
upon factors that may include, but are not limited to, the expertise of such counsel and potential
cost savings for PEM LLC’s clients.
To the extent PEM LLC enters into an agreement with a client for separate account management,
PEM LLC works with such clients to help determine how best to manage their assets. In such a
case, a client may impose restrictions on PEM LLC with respect to investing such separate account
in certain securities or types of securities.
PEM LLC’s discretionary assets under management are equal to $4,602,535,662 for the period
ended September 30, 2023. PEM LLC’s non-discretionary assets under management are equal to
$4,928,532,030 for the period ended as of September 30, 2023.