Schroders Capital Management US Inc

Item 5 – Fees and Compensation
Management Fee for Schroders Capital Private Equity Funds: Pursuant to the terms of the investment
management agreement with each individual Schroders Capital Private Equity Fund, Schroders Capital
Private Equity 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 Schroders Capital Private Equity 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 Schroders Capital Private Equity Fund
and after a certain period in the life of the Schroders Capital Private Equity Fund may be paid on the basis
of the lower of commitments or NAV to the Schroders Capital Private Equity Fund or decrease by a set
percentage each year.
In general, the management fees are payable on a quarterly basis and in advance. The GP pays the
management fee to the respective group company that is managed by Schroders Capital Private Equity’s
Finance Group. Schroders Capital Private Equity does not offer any other billing arrangement to the
Schroders Capital Private Equity Funds currently.
Pursuant to each limited partnership agreement and the discretion of the GP, the management fee can 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 Schroders Capital Private Equity 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
Schroders Capital Private Equity and each Mandate Client.
In general, Schroders Capital Private Equity, 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. In some cases, Schroders Capital Private Equity agrees with the mandate client to an investment
fee that is due upfront at the first closing date or the date of each new investment.
For those Mandate Clients who choose to use a Schroders Capital Private Equity structure (which includes
an affiliate of Schroders Capital Private Equity serving as GP) the fee payment process is identical to that
of the Schroders Capital Private Equity Funds, as described above. For those Mandate Clients who choose
to use their own structure and are structured as portfolio management agreements or advisory agreements,
Schroders Capital Private Equity will send an invoice for the investment advisory or management fee.
Other Fees: Fees in relation to Overage Mandates may take the form of investment management or
investment advisory fees described 5 above (see Item 5- Management Fee for Mandate Clients). The fees
and their method of payment (including payment frequency, fee amount and calculation methodology) are
negotiated between Schroders Capital Private Equity and each Overage Mandate investor. In some cases,
Schroders Capital Private Equity agrees with the Overage Mandate investor not to charge an investment
management or investment advisory fee, but a performance-based fee only. Reference is made to the
description in Item 6 below.
Other Expenses: In the course of providing investment advisory services to the Schroders Capital Private
Equity Funds and Mandate Clients, Schroders Capital Private Equity incurs additional expenses. Pursuant
to each Schroders Capital Private Equity Fund's and Mandate Client’s individual agreement with Schroders
Capital Private Equity, certain expenses are reimbursed to Schroders Capital Private Equity or the GP from
the Schroders Capital Private Equity 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 Schroders Capital Private Equity
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 Schroders Capital Private Equity Funds, and external due diligence of
underlying investments. Furthermore, the respective Schroders Capital Private Equity Fund and Mandate
Client vehicle are generally 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, the cost of reporting to one or more investors, including in relation to any ESG reporting (and data
collection in respect thereof), legal or breakup fees and costs incurred in connection with any underlying
fund and/or portfolio company investments.
In general, Schroders Capital Private Equity also provides fund administration services to a Schroders
Capital Private Equity Fund or Mandate Client structured as limited partnership 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 Schroders Capital Private Equity Fund or Mandate Client. Schroders
Capital Private Equity’s ability to determine the fund administration fee it receives from the Schroders
Capital Private Equity Fund or Mandate Client may create a conflict of interest. To mitigate this potential
conflict, typically the Schroders Capital Private Equity Fund or Mandate Client sets out the precise amount
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Item 7 – Types of Clients
Schroders Capital Private Equity’s clients consist of Schroders Capital Private Equity Funds, mostly
structured as limited partnerships and Mandate Clients using their own structure or a structure created by
Schroders Capital Private Equity (which is usually a limited partnership).

In general, Mandate Clients and investors in Schroders Capital Private Equity Funds consist of institutional
investors including public and private pension funds, insurance companies, endowments, foundations
corporations, family offices and other financial services providers. The Schroders Capital Private Equity
client base is global in nature with a material proportion located in Europe.

Schroders Capital Private Equity Funds generally require a minimum commitment of $ or € 5 million. At the
discretion of the GP of the respective Schroders Capital Private Equity Fund and subject to applicable law,
such minimum commitment can be waived.

The Limited Partnership Agreements (LPAs) of the Schroders Capital Private Equity Funds domiciled in
Scotland and Luxembourg contain a ‘Side Letters/MFN’ clause: Certain investors / limited partners enter
into a side letter or similar arrangement with a Schroders Capital Private Equity 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 Schroders Capital Private Equity 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 Schroders Capital Private Equity 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.