None of CCI or its management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, or is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. As described in greater detail above (see Item 4, Advisory Business), CCI’s affiliates, CCL, CIM and CCSIM, are investment advisers. CCL is an exempt reporting adviser, with CIM and CCSIM as its principal clients. CIM is registered with the SEC as an investment adviser but is not required to comply with many of the substantive requirements under the Advisers Act. CCSIM is an exempt reporting adviser. As ultimate general partner or manager of a Fund, CIM or CCSIM has power and authority to manage the business and affairs of the Fund. CCI also shares certain limited resources with CPMSA, one of its affiliates, which is registered with the SEC as an investment adviser.
Conflicts of interests Fund GPs, CIM, CCSIM, CCL, and CCI may have conflicts of interests with respect to particular Funds, or Funds generally. Some of these conflicts, whether potential or actual, that have been identified specifically with respect to CCI are described in the following paragraphs. Any conflicts are managed by CCI and its affiliates in accordance with a written conflict of interests policy and procedures and related documentation, current copies of which are available upon request. It should be noted, however, that such policy, procedures and related documentation may not in all cases be sufficient to mitigate conflicts, with the result that the ability of CCI or its affiliates to act in the best interests of the Funds might be impaired. The Funds’ Governing Documents, as well as the Brochure issued by CIM, set forth additional information regarding potential conflicts of interests, and any investor or potential investor in a Fund should review the disclosures contained in such documents carefully.
Other activities CCI and its affiliates engage in a broad range of activities. They are free to provide investment advice or other services to any person, notwithstanding any actual or potential conflict with any existing duties they may have to, or the interests of, any Fund. Among other things, CCI and certain of its affiliates act as investment advisers or sub-advisers with respect to all Funds. In the ordinary course of CCI’s and its affiliates’ conducting their activities, there will be circumstances and occasions when the interests of a particular Fund will conflict with those of CCI, its affiliates, or one or more other Funds.
Carried interest The rights of Fund GPs or affiliated entities to receive carried interest, which is distributed to affiliates of CCI (or such affiliates’ employees or owners) upon receipt from the relevant Fund, may create an
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incentive to recommend riskier or more speculative investments, or the incurrence of more or less leverage, by the Fund than would be the case in the absence of such performance-based fee arrangement. Differences between the carried interest entitlements in respect of different Funds may create conflicts of interests with respect to transactions involving several Funds and regarding the allocation of investment opportunities between such Funds, although the profitability of any Fund to CCI and its affiliates is not permitted to be considered under the written framework for investment allocations that is maintained by CCI and its affiliates, a current copy of which is available upon request. Additionally, expected or current payments in respect of carried interest by some, but not all, Funds or payments at different percentage rates may create incentives for CCI or its affiliates to disproportionately allocate time, services, or functions to those Funds making payments in respect of carried interest or making such payments at higher percentage rates. However, the fact that CCI only provides non-discretionary sub-advisory services to CCL, and sole discretionary authority over all investment and related decisions rests with CIM, CCSIM or Fund GPs, may mitigate the aforementioned risks. The commitment of capital to the Funds by Fund GPs may provide additional risk mitigation since at least some of CCI’s supervised persons will typically be involved in funding a portion of the Fund GPs’ commitment of capital. In limited circumstances, a Fund GP’s or manager’s valuations of funds or companies in which the related Fund is invested may have an impact on the amount of carried interest payable by the Fund. By way of example, distributions in specie may be made to investors in a Fund at a value which is determined by the relevant Fund GP or manager, and if such investors were to vote to remove the Fund GP and continue the Fund with a replacement general partner, the carried interest payable by the Fund to the Fund GP or an affiliated entity would be calculated based on the value of the unrealized investments, as determined by the Fund GP or manager. To the extent that any such valuations are incorrect, this may ultimately result in an overpayment or underpayment of carried interest. The link between a Fund GP’s or manager’s determinations regarding valuations and the amount of carried interest the Fund GP or an affiliated entity may receive in these circumstances creates a conflict of interests. This conflict may extend to CCI to the extent that any of CCI’s supervised persons have material input in any recommendations made to CIM, CCSIM or a Fund GP in respect of a relevant determination. A Fund GP or an affiliated entity is typically entitled to a “catch-up” in respect of carried interest payable by the related Fund, once investors have received their “preferred return”, to ensure that the Fund GP or affiliated entity receives the relevant percentage of all profits of the Fund. This may result in a period of time where a large proportion of or all distributions made by the Fund are made to the Fund GP or affiliated entity and not to investors, which may create an incentive to accelerate the disposition of one or more investments or to conduct any such disposition with a view towards maximizing distributions to the Fund GP or affiliated entity. The related conflict of interests may extend to CCI to the extent that any of
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CCI’s supervised persons have material input in any recommendations made to CIM, CCSIM or a Fund GP in respect of a relevant disposition.
Competition between Funds; splitting investment opportunities between Funds CCI and its affiliates regularly provide advisory and other services in respect of several Funds and other investment vehicles, which may have similar or overlapping investment objectives and strategies. There may be circumstances where an investment opportunity which falls within the investment objectives and strategy for one Fund also falls within the investment objectives and strategy of one or more other Funds. Any such investment opportunity will be allocated between or among the relevant Funds in accordance with the written framework for investment allocations that is maintained by CCI and its affiliates, a current copy of which is available upon request. That framework generally provides for investment opportunities to be allocated on a basis reasonably determined in good faith to be fair and reasonable, taking into account in each case, among other things, the expected available size of the investment under consideration, taking into account the relevant Funds’ total available capital, the ‘order sizes’ of the relevant Funds, synergies with existing investments of the relevant Funds, the proposed signing and funding dates of the investment under consideration and relevant timing and other execution aspects, legal, tax and regulatory characteristics of the investment under consideration, the remaining terms of the relevant Funds, if relevant, the sourcing of the investment under consideration, applicable legal, tax or regulatory requirements or considerations, whether participation by a particular Fund could have an adverse effect on that Fund or any other Fund, to the extent known, whether participation by a particular Fund would cause any investor in that Fund to breach any law, regulation, rule administrative guideline or court order, and any actual or potential conflict of interests or other factors which might have an impact on the viability or terms of the investment under consideration or the ability of the relevant Fund to participate in the investment. Any determinations regarding allocations of investment opportunities under the framework for investment allocations involve significant discretion being exercised by affiliates of CCI, which creates the potential for conflicts of interests. In certain circumstances, CCI and its affiliates may determine that an investment opportunity should be split such that certain assets should be allocated to one Fund and other assets should be allocated to one or more other Funds, with the result that the investing Funds acquire sub-portfolios comprising different
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assets. Any such split into different sub-portfolios may give rise to conflicts of interests, not only in respect of the selection of assets for each sub-portfolio, but also in respect of related valuation, pricing and other aspects of the transaction.
Fund investments at different levels of an issuer’s capital structure A Fund may hold or invest in, directly or through its investment in another fund or other investment vehicle, securities or other instruments of or linked to an issuer where another Fund holds or acquires different securities or instruments of or linked to the same issuer. As investment advisers in respect of both the investing Fund and the other Fund, CCI or its affiliates owe fiduciary duties to the investing Fund, as well as the other Fund. If one Fund were to hold or invest in securities or other instruments that are senior to securities or other instruments held or invested in by another Fund, CCI or its affiliates may face a conflict of interests in respect of the advice they give to, and the actions they take on behalf of, the different Funds (for example, with respect to the terms of the securities or other instruments in question, the enforcement of covenants, or the terms of recapitalizations). In most cases, the scope for such conflicts to arise is inherently limited since a Fund, as an investor in other funds or investment vehicles managed by third parties, is not able to control or determine the decisions taken by such other funds or investment vehicles with respect to any securities or other instruments held by them or in which they invest. Were a capital structure-related conflict to arise, CCI and its affiliates would seek to manage and mitigate such conflict in accordance with their written conflicts of interests policy and procedures (a current copy of which is available upon request) and the Governing Documents of the relevant Funds. Additional policies, procedures or other measures may be adopted in the future, whether generally or in respect of a particular Fund. Such policies, procedures and other measures may include, without limitation, avoiding or limiting any investments by a Fund which would create conflicts of the types described above, requiring at least one unaffiliated lender to hold a majority or larger piece of any tranche in which a Fund invests, limiting any exercise of voting or consent rights or determining to vote consistently with certain third parties, limiting roles on creditor committees, implementing measures designed to ensure that the team looking after the investments of a particular Fund make determinations independently from those made by the teams looking after the investments of other Funds, or other similar policies, procedures or other measures considered advisable or appropriate from time to time. There can be no assurance that any capital structure-related conflict will be resolved in favor of any particular Fund or that the return on a Fund’s investment will be equivalent to or better than the returns obtained by other Funds investing in securities or instruments of or linked to the same issuer.
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The involvement of directors, employees or representatives of CCI and its affiliates in respect of Fund investments at different levels of an issuer’s capital structure could inhibit information exchanges. In certain circumstances, a Fund may be prohibited or prevented from exercising voting or other rights with respect to its investments, and could be subject to claims by other creditors with respect to the subordination of its interest.
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