The former registrant, Adveq Management AG (founded in 2000) was a global private equity investment
management firm which, together with its parent holding company and its relying advisers, was acquired in
July 2017 by Schroder Private Assets Holdings Ltd, a subsidiary of Schroders plc, a listed company on the
London Stock Exchange. In recognition of the transaction, the former registrant has changed its name to
Schroder Adveq Management AG, is now a relying adviser to the registrant “Schroder Adveq Management
US, Inc.”, and together with the other relying advisers: Schroder Adveq Investment Management (Beijing)
Co., Ltd. (founded in 2008), Schroder Adveq Management Jersey Ltd (founded in 2010), Schroder Adveq
Management Luxembourg SA r. L (founded in 2016) and Schroder Adveq Management N.V. (founded in
1999), collectively “Schroder Adveq” or “Registrant”. Schroder Adveq operates globally with offices in
Zurich, Jersey, New York and Beijing. Schroder Adveq operates from additional offices in Frankfurt and
Hong Kong and has associated persons operating from London (together the “Schroder Adveq Group”).
The Schroder Adveq Group currently employs more than 90 professionals.
Schroder Adveq is wholly owned by Schroder Adveq Holding AG, which in turn is wholly and ultimately
owned by Schroders plc. Schroder Adveq operates within the Schroders group. Sales efforts have been
combined between the Schroder Adveq and the Schroders group to market and sell Schroder Adveq’s
products. Schroder Adveq’s Investment Management team operates independently from other investment
teams within the Schroders group.
Schroder Adveq is governed by a Board of Directors, with Stephen J. Mills serving as President and
Executive Chairman. Former President and Executive Chairman, Mr. Bruno E. Raschle is the Vice
President of the Board, and Allan S. Bufferd is a Member of the Board.
For the most recent funds established in Luxemburg, Schroder Investment Management (Europe) S.A. has
been appointed to act as alternative investment fund manager (“AIFM”) and as such, to provide certain
services including investment management services (i.e. risk and portfolio management). The AIFM has in
return appointed Schroder Adveq Management AG to provide portfolio management and certain
administrative services to these funds.
Since the founding of the first entity of the Schroder Adveq Group in 1997, Schroder Adveq’s investment
advice has been focused mainly on investments in private equity funds but we may also recommend direct
investments in portfolio companies. In general, we offer our services through two business lines:
(i.) Private equity investment advisory services to funds or fund-of-funds: Schroder Adveq provides
investment management services to privately offered funds (each, a “Schroder Adveq Fund,”
collectively the “Schroder Adveq Funds”) organized and sponsored by Schroder Adveq. Each
Schroder Adveq Fund is controlled by its General Partner (“GP”) which is ultimately controlled by
Schroders plc. Schroder Adveq or the AIFM, provides discretionary investment management services
to each GP pursuant to the terms of an investment management agreement it has entered into with
the GP of each Schroder Adveq Fund.
The terms and conditions of each Schroder Adveq Fund, as well as the requirements to invest in a
Schroder Adveq Fund, are set out in the respective fund documents. Investors should refer to the fund
documents for a more detailed discussion of each Schroder Adveq Fund.
Schroder Adveq offers a range of funds which cover major private equity segments on a global basis.
To date, Schroder Adveq has organized 39 private funds and invested directly in more than 700
underlying funds and portfolio companies. Among the 39 Schroder Adveq Funds, 36 are offered (or
have been offered) through one of five core investment strategies:
Schroder Adveq Venture Capital and Technology strategy: An investment program consisting of
nine funds focusing on fund managers investing in technology companies (predominantly venture
capital) to finance innovation and growth primarily in the US.
Schroder Adveq European Buyout strategy: An investment program consisting of ten funds
focusing on fund managers investing in Europe, predominantly in buyouts.
Schroder Adveq US Buyout strategy: An investment program consisting of five funds focusing on
fund managers investing in North America predominantly in buyouts.
Schroder Adveq Asian Growth strategy: An investment program consisting of five funds focusing
on fund managers investing in financing innovation and growth in the Asia-Pacific region.
Schroder Adveq Secondaries strategy: An investment program consisting of seven funds dedicated
to investing in private equity funds and companies on a secondary basis across a full range of
investment segments and regions.
In addition to the above, Schroder Adveq has one fund focusing on agricultural investments two
funds focusing on global megatrends accessed through a mix of highly specialized strategies.
(ii.) Private equity investment advisory services to selected clients: Schroder Adveq also provides
global investment advisory and management services to select clients (each, a “Mandate,” collectively
“Mandate Clients”). These services include aiding Mandate Clients in the set-up, implementation and
management or advising of private equity investment programs on either discretionary or non-
discretionary basis. Mandate Clients may be structured as limited partnerships, with an affiliate of
Schroder Adveq serving as the GP of such partnerships. Schroder Adveq may advise Mandate Clients
on private equity investments in privately offered funds or on direct investments in portfolio companies
in which Schroder Adveq Funds might also be invested. All services are agreed individually with each
Mandate Client. Such agreements typically outline the Mandate’s investment purpose, objectives,
strategy and limitations, and restrictions on investing in certain segments or types of private equity
investments.
The services described above are tailored to each client's objectives and guidelines. Prior to giving
investment recommendations or making investments, Schroder Adveq reviews and considers the
respective Schroder Adveq Fund’s or Mandate Client’s individual investment objectives and restrictions.
As of December 31, 2018 Schroder Adveq’s total assets under management was USD 10.013 billion. Of
that total, Schroder Adveq manages USD 9.503 billion in discretionary assets and USD 0.510 billion in non-
discretionary assets.
The assets under management figures above are comprised of all investors’ capital commitments, including
contractually committed capital that has not yet been called and contributed.
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Management Fee for Schroder Adveq Funds: Pursuant to the terms of the investment management
agreement with each individual Schroder Adveq Fund, Schroder Adveq is entitled to an investment
management fee, which is generally paid to it by the GP or the AIFM. The GP or AIFM pays this fee directly
or indirectly, from the management fee received by each GP from each Schroder Adveq Fund. The annual
management fee is generally calculated as a percentage of the aggregate capital commitments (or other
amount as more fully described in the limited partnership agreement) of all limited partners within the
applicable Schroder Adveq Fund or after a certain period in the life of the Schroder Adveq Fund may be
paid on the basis of the lower of commitments or NAV to the Schroder Adveq Fund.
In general, the management fees are payable on a quarterly basis and in advance. Schroder Adveq’s
Finance Group debits the fees from each Schroder Adveq Fund. Schroder Adveq does not offer any other
billing arrangement to the Schroder Adveq Funds at this time.
Pursuant to each limited partnership agreement and the discretion of the GP, the management fee may be
reduced or waived in certain circumstances.
The details of each fee arrangement and methods of payment are set out in the limited partnership
agreement of the respective Schroder Adveq Fund.
Management Fee for Mandate Clients: Investment advisory or management fees and their method of
payment (including payment frequency, fee amount and calculation methodology) are negotiated between
Schroder Adveq and each Mandate Client.
In general, Schroder Adveq, or the respective GP, is entitled to an investment advisory or management fee
based on a percentage of the total assets within the separately managed account structure.
For those Mandate Clients who choose to use a Schroder Adveq structure (which includes an affiliate of
Schroder Adveq serving as GP) the billing process is identical to that of the Schroder Adveq Funds, as
described above. For those Mandate Clients who choose to use their own structure and a non-Schroder
Adveq related GP, Schroder Adveq will send an invoice for the investment advisory or management fee.
Other Expenses: In the course of providing investment advisory services to the Schroder Adveq Funds
and Mandate Clients, Schroder Adveq may incur additional expenses. Pursuant to each Schroder Adveq
Fund's and Mandate Client’s individual agreement with Schroder Adveq, certain expenses may be
reimbursed to Schroder Adveq or the GP from the Schroder Adveq Fund or Mandate Client. Such expenses
would typically be incurred from the following: set-up and organization of the fund or mandate client vehicle,
fund administration, costs of legal, regulatory, and tax counsels for matters concerning the respective
Schroder Adveq Fund and Mandate Client vehicle, and expenses for preparation of reports prepared by
external consultants and auditors, accounting and auditing services, banking fees, travel and lodging
expenses for attending advisory board meetings of underlying funds or portfolio companies, costs of
communications with investors, annual meetings of the Schroder Adveq Funds, and external due diligence
of underlying investments. Furthermore, the respective Schroder Adveq Fund and Mandate Client vehicle
would generally be responsible for all expenditures made in connection with making, holding, reorganizing
and disposing of any investments, including fees and expenses of any transaction, custodian, hedging,
legal or breakup fees and costs incurred in connection with any underlying fund and/or portfolio company
investments.
In general, Schroder Adveq also provides fund administration services to a Schroder Adveq Fund or
Mandate Client as well as engaging a third party administrator. The costs for providing these services are
not included in the investment management fee and are paid separately by the Schroder Adveq Fund or
Mandate Client. Schroder Adveq’s ability to determine the fund administration fee it receives from the
Schroder Adveq Fund or Mandate Client may create a conflict of interest. To mitigate this potential conflict,
Schroder Adveq periodically reviews its current fund administration fee to ensure that it is comparable and
fair with regard to equivalent services performed by a non-affiliated third party at a rate negotiated on an
arm’s length basis.
The GPs are also entitled to a performance fee from Schroder Adveq Funds and Mandate Clients, as
described in Item 6 below. Schroder Adveq may also earn, directly or indirectly, a performance fee from
Mandate Clients with a structure that does not involve a Schroder Adveq-related GP.
In the event of a Schroder Adveq Fund's or Mandate Client’s liquidation prior to the expiration of its term,
Schroder Adveq will pro-rate the management fee to the date of liquidation and provide a pro-rated refund
to the Schroder Adveq Fund or Mandate Client based on this calculation.
In the course of fulfilling their responsibilities to Adveq and the Clients, Employees may earn air miles, hotel
points, or other similar style “loyalty rewards”. These rewards are earned on the basis of spend at particular
establishments or with certain corporations and in many cases, the purchases made are attributable
expenses to the Schroder Adveq Funds and Mandate Clients vehicles.
Further details of expenses to be borne by the Schroder Adveq Funds and Mandate Clients are set out in
the limited partnership agreement and/or private placement memorandum of the respective Schroder
Adveq Fund or Mandate Client.
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As described above, Schroder Adveq may earn, directly or indirectly, performance based fees. For
example, the GPs of the Schroder Adveq Funds and Mandate Clients are entitled to a performance fee
(usually in the form of “carried interest”) based on realized capital gains. Each GP (of the funds or vehicles
domiciled in Scotland, Delaware and Curacao) or separate “founder partner” (of the funds or vehicles
domiciled in Luxembourg) is entitled to distributions of carried interest (to the extent earned), calculated as
a fixed percentage of the applicable Schroder Adveq Fund's or Mandate Client’s cumulative net profits
directly attributable to its investment portfolio, including dividend or interest income paid by underlying
portfolio funds. With regard to the Schroder Adveq Funds, distributions of carried interest are generally
made only to the extent that each partner of the applicable Schroder Adveq Fund has received aggregate
distributions equal to such partner’s capital contributions to the Schroder Adveq Fund as of such date,
together with an annual preferred return/hurdle rate on such contributed amounts, net of prior distributions.
Performance-based fee arrangements may create an incentive for an adviser to recommend investments
which may be riskier or more speculative than those which would be recommended under a different fee
arrangement. Such fee arrangements may also create an incentive to favor higher fee paying accounts
over other accounts in the allocation of investment opportunities. Schroder Adveq has procedures designed
and implemented to treat clients fairly and equally and to prevent this conflict from influencing the allocation
of investment opportunities among clients (see Item 11).
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Schroder Adveq’s clients consist of Schroder Adveq Funds, structured as limited partnerships and Mandate
Clients using their own structure or a structure created by Schroder Adveq (which is usually a limited
partnership).
In general, Mandate Clients and investors in Schroder Adveq Funds consist of institutional investors
including public and private pension funds, insurance companies, endowments, foundations corporations,
family offices and other financial services providers. The Schroder Adveq client base is global in nature
with a material proportion located in Europe.
Schroder Adveq Funds generally require a minimum commitment of USD or Euro 5 million. At the discretion
of the GP of the respective Schroder Adveq Fund and subject to applicable law, such minimum commitment
can be waived.
The Limited Partnership Agreements (LPA) of the Schroder Adveq Funds domiciled in Scotland and
Luxembourg contain a “Side Letters / MFN” clause: Limited partners may enter into side letter or similar
arrangement with a Schroder Adveq Fund and/or its GP which has the effect of establishing rights or altering
or supplementing the terms of the LPA. Within a reasonable time after the final closing of such Schroder
Adveq Fund, the applicable GP discloses the terms of each side letter to each of the other limited partners
who may indicate that it wishes to avail itself of the terms of any such side letter disclosed, subject to certain
carve-outs as set out in detail in the relevant LPA.
Although Schroder Adveq does not have a formal minimum commitment for Mandate Clients, it conducts
thorough due diligence prior to establishing a Mandate Client relationship in order to ensure that the
arrangement will be appropriate for both parties. In general, all terms of the relationship are negotiated with
each entity on an individualized basis.
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Schroder Adveq applies a thorough and disciplined bottom-up process for investment identification,
selection and monitoring and has institutionalized the process to ensure that the same high levels of quality
are adhered to throughout the Registrant. Furthermore, the investment management process undergoes
an ISAE 3402 Type 2 process audit annually.
Portfolio construction for Schroder Adveq’s Funds and Mandate Clients is based on a bottom-up oriented
investment management approach complemented by a top-down macroeconomic assessment. The
investment strategy for each portfolio takes into account Schroder Adveq’s mid-term/long term segment
assessment, its placement capacity with select fund managers and risk diversification within the portfolio. As
part of the bottom-up element and as applicable for each portfolio, Schroder Adveq screens and evaluates
the relevant primary, secondary and co-investment opportunities.
Schroder Adveq’s commitment plan is initially created at a portfolio’s inception, based on expected fund-
raising activities of select fund managers and their risk and return profiles gained through Schroder Adveq’s
proprietary assessment during due diligence or regular fund manager reviews (described in more detail
below). Additionally, allocations may be reserved for potential secondary and co-investments opportunities.
This concept results in a private equity portfolio plan presenting the anticipated make-up of a portfolio. The
commitment plan and the resulting portfolio are updated and optimized over the commitment period.
Individual investment selection is made using the investment decision process described in more detail
below.
Each new investment must be approved unanimously by Schroder Adveq’s Investment Committee. When
making an investment decision, the Investment Committee takes into account (among other factors)
portfolio construction, risk management, market assessments, capital preservation, as well as
environmental, social and governance (ESG) issues. Schroder Adveq’s Head of Risk Management attends
the Investment Committee meetings to represent Schroder Adveq’s Risk Management.and to assure the
respective investment decision is in line with the risk limits stated in the relevant governing documents of a
Schroder Adveq Fund or Mandate client.
As part of its overall investment management process, once a Schroder Adveq Fund and/or Mandate Client
has executed an investment commitment, Schroder Adveq monitors the investment’s developments. For a
primary or secondary fund investment, Schroder Adveq monitors the developments at the level of the
underlying fund as well as of the underlying portfolio companies (to the extent portfolio company level
information is available), on a regular ongoing basis. In general, Portfolio company progress is reviewed on
no less than an annual basis and is discussed with the manager of the underlying fund during one-on-one
meetings.
Furthermore, Schroder Adveq may desire to make a direct investment in a particular portfolio company.
Depending upon the circumstances, this portfolio company may already be a portfolio company held by an
underlying fund or a new investment exposure.
Schroder Adveq holds formal advisory board seats, in particular with emerging managers who seek
Schroder Adveq’s support and guidance on the overall development of their company by, for example,
exchanging market views, as well as by providing guidance on best practice benchmarking. In addition to
these formal advisory board seats, Schroder Adveq is actively involved with many underlying private funds
without a formal role. Such contribution, especially with smaller managers who have a shorter historical
performance record, ranges from providing guidance on the organizational and operational aspects of the
underlying fund manager to human resource issues and participating in in-depth discussions regarding
investment strategy implementation and market dynamics.
Investing in private equity involves risk of loss that investors should be prepared to incur.
Schroder Adveq Funds make illiquid, long-term investments that are not registered with any regulatory
authorities. An investment in a Schroder Adveq Fund is a speculative investment with substantial business
and financial risk, including a risk of loss of the entire investment. Interests are subject to forfeiture if the
investor fails to contribute the entire amount of its capital commitment. There can be no assurance that a
Schroder Adveq Fund’s investment objectives will be achieved, or that an investor will receive a return on
invested capital. Any return on investment to the investors will depend upon successful investments being
made on behalf of a Schroder Adveq Fund. The marketability and liquidity of any such investment will
depend on many factors beyond the control of Schroder Adveq. Due to the risks involved, the lack of a
public market for the interests and restrictions on transfer of interests, an investment in a Schroder Adveq
Fund is only suitable for sophisticated investors who are capable of making an informed independent
decision as to the risks involved and who are willing to hold their interests for the term of the Schroder
Adveq Fund. In some cases there may be prohibitions by contract or applicable laws from selling certain
securities for a period of time.
Investment success in private equity funds may be affected by general economic and market conditions,
such as interest rates, availability of credit, inflation rates, economic growth, changes in laws and national
and international political circumstances. These factors may affect the level and volatility of valuations and
liquidity of the securities held by the private equity funds. Unexpected volatility or liquidity could impair the
Schroder Adveq Fund’s profitability or result in the Fund suffering losses. The portfolio companies in which
the Schroder Adveq Funds invest will likely face intense competition and there can be no assurance that
the development or marketing efforts of any particular underlying portfolio company will be successful or
that its business will be profitable.
Depending on a Schroder Adveq Fund’s investment strategy, these risks may include risks related to
special situation and recapitalization transactions, venture capital and development/growth equity
investments or buyout transactions. Buyout transactions, in particular, require companies to undertake a
high ratio of leverage to operating cash flow and are thus more sensitive to declines in revenues and to
increases in interest rates and expenses.
Prospective investors of a Schroder Adveq Fund are referred to the Private Placement Memorandum of
such fund for a more detailed discussion of risks.
Investments of Mandate Clients bear similar risks to those set forth above.
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Schroder Adveq Management US, Inc. and Schroder Adveq Investment Management (Beijing) Co., Ltd.
have entered into a sub-advisory agreement with Schroder Adveq Management AG relating to various
services, including the identification and analysis of investment opportunities for the Schroder Adveq Funds
and Mandate Clients, the monitoring and reporting of investments, the identification of prospective
qualifying investors and the provision of services to existing investors.
Schroder Adveq Management Jersey Ltd., as ultimate GP of the Schroder Adveq Funds and Mandate
Client vehicles domiciled in Scotland, has entered into investment management agreements with Schroder
Adveq Management AG relating to the delegation of various services, including investment management.
The respective general partner of the Schroder Adveq Funds and Mandate Client vehicles domiciled in
Luxembourg, has entered into investment management agreements with Schroder Adveq Management
AG or the AIFM relating to the delegation of various services, including investment management.
Schroder Adveq Management N.V. as ultimate GP of the Schroder Adveq Funds and Mandate Client
vehicles domiciled in Curacao and Delaware, has entered into investment management agreements with
Schroder Adveq Management AG relating to the delegation of various services, including investment
management.
Two employees of Schroder Adveq Management US, Inc. are registered representatives of a broker-dealer,
Schroder Fund Advisors LLC. Schroder Adveq does not believe the registered representatives’
relationships with Schroder Fund Advisors LLC creates a conflict of interest. Schroder Adveq reviews all
investor referrals to ensure, to the best of its ability, that the respective Schroder Adveq Fund is an
appropriate investment opportunity per each prospective investor’s investment objectives and constraints.
In addition to the Schroder Adveq affiliates, the Registrant actively seeks to build upon its relationships with
certain of the other Schroders group companies. For more information the Schroders group companies,
please see the Registrant’s Form ADV Part 1A Item 7.
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Schroder Adveq has adopted a Code of Ethics and specific policies for all employees of the Schroder Adveq
Group describing its standard of business conduct and fiduciary duty to Schroder Adveq Funds and
Mandate Clients. This Code of Ethics and such policies include provisions relating to the confidentiality of
client information, a prohibition on insider trading as well as the pre-clearing and reporting of personal
securities and restrictions on the acceptance/giving of gifts as well as entertainment and the reporting
thereof. All employees of the Schroder Adveq Group must acknowledge the terms of the Code of Ethics
and specific policies and their compliance therewith upon commencing their employment with Schroder
Adveq and annually thereafter.
The Code of Ethics is an integral part of Schroder Adveq’s Compliance Manual and sets forth general
principles and guidelines applicable to all employees (in connection with the conduct of investment
management activities). It is designed to reflect industry standards and provides general procedures
designed to comply with applicable laws and regulations of jurisdiction under which the Schroder Adveq
Group may operate (in particular U.S. laws and regulations). The Compliance Manual also sets forth
standards of professional conduct with which the management and the Board of Directors of the Schroder
Adveq Group expects all of its employees to comply with.
A copy of the Code of Ethics will be provided to prospective or existing investors in Schroder Adveq Funds
or to Mandate Clients upon request by contacting Schroder Adveq using the information provided on the
cover page of this Brochure.
Schroder Adveq may recommend that its Mandate Clients make an investment in a Schroder Adveq Fund.
Schroder Adveq has a material financial interest in the Schroder Adveq Funds, which creates a conflict of
interest. Schroder Adveq only recommends investments in a Schroder Adveq Fund if (i) Schroder Adveq
believes it is in the best interests of the particular Mandate Client to make such investment and (ii) Schroder
Adveq believes that such an investment is suitable for the particular Mandate Client.
Schroder Adveq attempts to disclose both the possibility and the actual existence of all material conflicts of
interest to investors in the Schroder Adveq Funds and to Mandate Clients via this Form ADV and the
relevant governing documents of the fund or vehicle. Where unexpected conflicts arise between the
interests of a Schroder Adveq Fund or Mandate Client and the interests of Schroder Adveq, the issue will
be handled in accordance with all relevant governing documents and the policies and procedures.
Certain of Schroder Adveq’s employees may have a financial interest in the Schroder Adveq Funds or
Mandate Client vehicles (either directly as investors in the funds, or indirectly as investors in the general
partners of the Schroder Adveq Funds or such Mandate Client vehicle). As a result of these interests, an
incentive may exist to favor certain Schroder Adveq Funds or Mandate Client vehicles. For example, an
incentive may exist to allocate limited investment opportunities to certain funds or vehicles. Schroder Adveq
has policies in place to prevent such incentive (see Item 11.4 below).
Employee trading is (amongst others) regulated and monitored under the Schroder Adveq Personal
Account Dealing Policy, in particular in an attempt to reasonably prevent conflicts of interest between
Schroder Adveq and its clients. According to such policy, purchases and sales of securities and certain
other investment transactions require pre-approval and reporting.
Furthermore, the Chief Compliance Officer maintains a restricted list of securities in which Schroder Adveq
employees are generally prohibited from trading. The restricted list includes public portfolio companies in
which the Schroder Adveq Funds or Mandate Clients have directly or indirectly invested in or to have
exposure to.
Certain employees of Schroder Adveq may make investments in the funds or portfolio companies in which
the Schroder Adveq Funds or Mandate Clients are known to be directly or indirectly invested. Such
investments are very limited and require the prior approval of Schroder Adveq’s Chief Compliance Officer.
Schroder Adveq has taken great care to identify potential conflicts of interests and establish investment
allocation procedures that guide conflict resolution. With regard to investment activities of Schroder Adveq
Funds and Mandate Clients, Schroder Adveq has adopted an Allocation Policy that addresses the potential
allocation conflicts between one or more Schroder Adveq Funds and/or Mandate Clients and is based on
grandfathering rights and pro rata allocation. The Allocation Policy can be provided to investors in a
Schroder Adveq Fund or Mandate Clients upon request by contacting Schroder Adveq using the information
provided on the cover page of this Brochure.
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Given its sole focus on private equity investments, Schroder Adveq does not regularly engage brokers and
does not receive soft dollar benefits.
Occasionally, Schroder Adveq may receive distributions in kind from underlying funds or portfolio
companies. In that circumstance, Schroder Adveq will use a broker to sell the distributed shares and
subsequently provide the cash to the corresponding Schroder Adveq Fund or Mandate Client. In liquidating
publicly traded securities, Schroder Adveq uses a select broker with which it has negotiated terms, as set
forth in a formal agreement. Periodically, Schroder Adveq will evaluate the broker on a variety of factors,
including the reliability of the broker and the reasonableness of the commissions in light of the services
being provided.
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The individual investment objectives and restrictions of the Schroder Adveq Funds as well as Mandate
Clients are regularly reviewed by Schroder Adveq’s investment professionals, including the Program Head
and the Investment Committee. In particular, Schroder Adveq will review a Schroder Adveq Fund's or
Mandate Client’s objectives and restrictions prior to making any investment decisions. The written financial
statements of all Schroder Adveq Funds are prepared in accordance with US GAAP or LUX GAAP. The
value of underlying fund investments are reported on a capital account basis (net asset value). Most of
Schroder Adveq’s underlying fund managers report according to international standards (US GAAP, UK
and Irish GAAP, IFRS). Consequently, most valuations are reported at fair value. However, their valuations
are crosschecked and challenged by Schroder Adveq. Each valuation will be prepared in accordance with
the respective fund’s documents and Schroder Adveq PE Pricing Operation Working Document and will
be:
Prepared by a member of the Fund Operations and Services Department followed by a 4-eye review
within the team;
Discussed with the Investment Management Department (Head of Private Equity, Chief Investment
Officer, Head of Investment Risk and Monitoring) and Program Manager, if required;
Reviewed and approved by Head of Fund Operations and Services; and
Key valuation outputs will be summarized in a valuation memorandum (investment status report) that
will be subject to review and further recommendation to the Private Assets Pricing Committee (“PAPC”)
by the Schroder Adveq PE Valuation Working Group.
Valuation outputs for non-Luxembourg domiciled funds will be subject to review and approval by the
Private Assets Pricing Committee. Valuations of Luxembourg domiciled funds will be subject to review
by the PAPC and recommendation for final approval to the Local Pricing Unit in Luxembourg (“LPU”).
On a quarterly basis, the valuation memorandums are submitted to various bodies for review and approval
in the course of their quarterly meetings.
In general, investors in Schroder Adveq Funds receive written quarterly reports and audited annual reports,
reflecting detailed information with respect to the investment. Such quarterly and annual reports follow a
standard format and cover financial information, investment performance and portfolio structure. The
reports are reviewed for accuracy and completeness by the responsible Fund Operations team member
and approved by its supervisor, the Heads of Fund Operations. Prior to their release, the reports are subject
to a final review and approval by Schroder Adveq’s Head of Fund Operations and Services and the ultimate
decision body.
Furthermore, Schroder Adveq provides investors in Schroder Adveq Funds with a password-protected
investor page a
t www.schroderadveq.com, where current and historical reporting is stored and can be
viewed, as well as detailed information on the individual Schroder Adveq Funds, including overviews of
capital calls and distributions.
The specific requirements of the written reports for Schroder Adveq’s Mandate Clients are set out in the
underlying mandate agreements.
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Currently, Schroder Adveq does not compensate third parties for client referrals.
Schroder Adveq has entered into distribution arrangements with various Schroders group entities with
regard to the marketing and sale of Schroder Adveq products ands services.
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Schroder Adveq has constructive custody of its client accounts because it has the ability to directly debit its
management and performance fees as well as other fees and expenses from certain of those accounts.
Every Schroder Adveq Fund's and Mandate Client’s account administered by Schroder Adveq has a bank
account with a qualified financial institution to operate the cash management. Such financial institutions
provide monthly statements regarding the assets maintained by it to the respective Schroder Adveq Fund
or Mandate Client vehicle.
A qualified custodian is used to directly hold shares of underlying public portfolio companies, in the event
that Schroder Adveq makes such an investment on behalf of a Schroder Adveq Fund or Mandate Client.
Schroder Adveq has appointed Aztec Financial Services (Luxembourg) S.A. to provide various depository
services for its funds.
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Schroder Adveq provides two sets of services: (i) discretionary investment management services to the
GPs of Schroder Adveq Funds and (ii) discretionary and non-discretionary investment advisory or
management services to Mandate Clients.
In cases where Schroder Adveq receives discretionary investment authority from a Mandate Client, such
discretion is exercised in a manner consistent with the stated investment objectives, limitations and
restrictions of that particular Mandate Client.
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Generally: Underlying funds or portfolio companies of the Schroder Adveq Funds or the Mandate Clients
may from time to time seek the consent or vote of the Schroder Adveq Fund or Mandate Client in connection
with, among other things, amending or waiving certain provisions governing the relationship between such
underlying fund/portfolio company and a Schroder Adveq Fund or Mandate Client. The GP, acting on behalf
of the applicable Schroder Adveq Fund or Mandate Client, reviews each consent/voting solicitation on a
case-by-case basis, considering, among other things, the effect of such consent or vote on the Schroder
Adveq Fund or Mandate Client. The GP will determine to consent or vote, or withhold its consent or vote,
after taking into account the relevant facts and circumstances (including both the short- and long-term
implications of the proposal) and the best interests of the applicable Schroder Adveq Fund or Mandate
Client.
Conflicts of Interest: In the event an actual or potential conflict of interest arises in connection with the
solicitation by an underlying fund/portfolio company of a consent or vote of a Schroder Adveq Fund or
Mandate Client, Schroder Adveq attempts to resolve such conflicts in a manner that enables the GP to vote
or consent in the best interests of the applicable Schroder Adveq Fund or Mandate Client. Schroder Adveq
determines whether any conflict of interest presented between Schroder Adveq and a Schroder Adveq
Fund or Mandate Client is material and, if so, uses a reasonable method to avoid such conflict. Methods
that may be utilized to avoid the conflict include, but are not limited to: (i) abstaining from voting on the
proposal, or (ii) seeking direction from the Mandate Client. If Schroder Adveq determines that a conflict of
interest is not material, Schroder Adveq and the respective GP of the Schroder Adveq Fund or Mandate
Client may vote or consent using their discretion, notwithstanding the conflict.
Abstention: Schroder Adveq and/or the applicable GP may abstain from voting or consenting to a proposal
if Schroder Adveq or the GP conclude that the effect on a Schroder Adveq Fund’s or Mandate Client's
economic interests is immaterial or if Schroder Adveq believes the cost of such vote outweighs the potential
benefit.
Voting procedures for Mandate Clients may differ from those stated above, as agreed upon between
Schroder Adveq and the respective Mandate Client.
Requests for further information regarding how securities were voted or to obtain a copy of Schroder
Adveq’s security voting policy should be sent to the address on the cover of this Brochure.
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