Description of 57 Stars – Item 4.A
57 Stars LLC (“57 Stars”) is a Delaware limited liability company that was formed on March
29, 2005. 57 Stars is an independent investment manager focused on investing in primary and
secondary private equity partnerships and co-investments in select markets outside of the United
States, primarily in emerging markets. 57 Stars provides investment advisory services to private
equity funds.
The current principal owners of 57 Stars are 57 Stars Holdings, LP and 57 Stars Holdings 2,
LLC, both of which are beneficially owned by 57 Stars’ founders, Steve Cowan, Stephen
O’Neill, and Gene Pohren.
57 Stars is headquartered in Arlington, Virginia (metropolitan Washington, DC) and maintains
offices in Germany and San Diego, and subsidiaries in Singapore and Tokyo.
Advisory Services Offered – Item 4.B
57 Stars’ investment advice is limited to the private equity asset class. 57 Stars manages privately
offered fund-of-funds and co-investment funds open to institutional and qualified investors,
(collectively, “Funds”)1 and provides investment services and advice to other funds. The Funds
are exclusively focused on investments in private equity, primarily through investments in
private equity funds (collectively, the “Underlying Funds”), and co- investment opportunities
directly or indirectly into operating companies (including through co-investment vehicles
managed by third parties) alongside other private equity funds. Investors in the Funds include
institutional investors, such as state and private pension funds, independent government
agencies, domestic and international corporations, sovereign wealth funds, foreign authorities,
private equity funds, and other investors, including high net worth and ultra-high net worth
individuals (each, an “Investor,” and collectively, the “Investors”).
The services offered by 57 Stars include the selection, recommendation, structuring, negotiation,
monitoring and reporting of private equity investments in limited partnerships, limited liability
companies, and direct company investments (usually through co-investments). Currently, 57
Stars’ activities are focused on investment opportunities outside the developed markets of the
United States and Canada. 57 Stars expects that its advisory services will be limited to advice
regarding the foregoing kinds of investments, without necessarily any limitation in geographic
or other scope.
57 Stars’ investment strategies are designed to achieve attractive risk-adjusted returns for the
Funds. Although each Fund initially determines any Investor’s qualifications and eligibility for
1 57 Stars considers the Funds, and not the Investors (as defined below) in any Fund, to be its clients in
accordance with Goldstein v. Securities and Exchange Commission, 451 F.3d 873 (D.C. Cir. 2006).
investment in such Fund, the individual needs of Investors in each Fund are not a basis of 57 Stars’
investment recommendations. Investment advice is provided directly to the Funds and not
individually to any Investors.
Certain Investors will be provided opportunities to participate
in co-investments made by certain
Funds, and the decision to offer such co-investment opportunities to such Investors and the
allocation of each such co-investment opportunity is subject to 57 Stars’ sole discretion and any
applicable provisions of a relevant Fund’s Governing Documents (as defined below). There is
no guarantee that any Investor will be offered any co-investment opportunities, including,
without limitation, in circumstances where other Investors in the same Fund or third parties are
offered a co-investment opportunity.
In addition, 57 Stars provides non-discretionary private investment advisory services (“Advisory
Services”) in respect of private funds (each, an “Advisory Client” and together with the Funds,
“Clients”) that vary based on the nature of the recipient of such services, and that can include
identification, screening, and assessment of potential investment opportunities, as well as
monitoring and reporting relating to such investments.
Please note that 57 Stars can recommend the same investment to the Funds and to its Advisory
Clients. 57 Stars has different fee arrangements with its Funds and its Advisory Clients which
can create a potential conflict of interest relating to allocation issues and/ or create an incentive
for 57 Stars to recommend such an investment to more than one of its Clients. See Item 11.B for
additional information and 57 Stars’ approach to address such conflicts.
Tailored Services – Item 4.C
The services rendered by 57 Stars to each Fund are dependent upon the investment objectives
and restrictions of the respective Fund as are set forth in the private offering memoranda, limited
partnership agreement / limited liability company agreement, investment advisory agreement,
side letters (if any) and/or other governing documents of the relevant Fund (collectively, the
“Governing Documents”). 57 Stars’ investment advice and investment authority is tailored and
limited to that which is permitted under each Fund’s Governing Documents. In addition,
services rendered by 57 Stars to each Advisory Client are set forth in the relevant written
agreement between 57 Stars and the respective Advisory Client.
57 Stars does not provide investment advice directly to Investors in any funds. Investors that
invest in a Fund are bound by the investment strategy of that particular Fund, which is described
in such Fund’s Governing Documents. Investors and prospective Investors in each Fund should
refer to all Governing Documents of the applicable Fund for complete information regarding
investment objectives and restrictions. There is no assurance that a Fund’s investment objectives
will be achieved or that any Investor will receive a return on its investment in a Fund.
Wrap Fee Programs – Item 4.D
Given the nature of its advisory services, 57 Stars does not participate in wrap fee programs.
Assets 57 Stars Manages – Item 4.E
As of January 1, 20242, 57 Stars manages assets of $4,351,999,065 on a discretionary basis and
$231,099,117 on a non-discretionary basis, for total Regulatory Assets Under Management of
$4,583,048,182.