Schroder Alternative Solutions
Société d'Investissement à Capital Variable
5, rue Höhenhof, L-1736 Senningerberg
Grand Duchy of Luxembourg
Tel : (+352) 341 342 202 Fax : (+352) 341 342 342
IMPORTANT: This letter is important and requires your immediate attention. If you have any
questions about the content of this letter, you should seek independent professional advice. The
directors of Schroder Alternative Solutions accept full responsibility for the accuracy of the
information contained in this letter and confirm, having made all reasonable enquiries, that to the
best of our knowledge and belief there are no other facts the omission of which would make any
statement misleading.
18 April 2012
Dear Shareholder,
Extraordinary General Meeting of Shareholders of Schroder Alternative Solutions
Further to our communication dated 27 February 2012 an Extraordinary General Meeting of Shareholders
of Schroder Alternative Solutions (the "Company") was held at the Company’s registered office on
30 March 2012 at 12:00 noon Luxembourg time in order to vote on a resolution to amend the Company’s
Articles of Incorporation (the "Articles") as described in the enclosed convening notice.
The quorum requirement that 50% of the Company’s shares in issue be represented at the
abovementioned meeting was not satisfied. Therefore a second Extraordinary General Meeting (the
"Meeting") will be held, the details of which are set out below.
Notice
Please find enclosed the notice of the Meeting. The agenda remains the same as for the Extraordinary
General Meeting held on 30 March 2012. All Shareholders of the Company are invited to attend the
Meeting, which will be held at the registered office of the Company on Tuesday 22 May 2012 at 12:00
noon Luxembourg time to vote on the resolution set out in the enclosed convening notice.
Form of proxy
Forms of proxy received for the meeting held on 30 March 2012 will remain valid for the Meeting unless
you inform us otherwise by sending a new form of proxy (enclosed) or by attending the Meeting. The
voting arrangements are explained in the enclosed convening notice. The completed proxy form should be
returned to the Company’s Hong Kong Representative, Schroder Investment Management (Hong Kong)
Limited, before 5:00 p.m. Hong Kong time on 14 May 2012. The Hong Kong Representative will then
immediately forward such forms to the Company’s management company, Schroder Investment
Management (Luxembourg) S.A.
Changes to the Company’s Articles of Incorporation
The Company's board of directors (the "Board") proposes to amend the Articles of Incorporation of the
Company (the "Articles") mainly to reflect the provisions of the Luxembourg law of 17 December 2010 on
undertakings for collective investment and to make additional amendments which will help to improve the
operational efficiency of the Company. The changes to the Articles are described in more detail in the
convening notice for the Meeting, which accompanies this letter.
Some of the changes to the Articles allow the Board the flexibility to introduce the equivalent change to the
Company's prospectus and only become effective when such changes to the prospectus have received
regulatory approval. Shareholders will always be notified separately when such material changes are
made to the Company's prospectus and more detailed information regarding the impact of the changes will
be provided at that time.
The Board believes that the amendments to the Articles are in the interest of the Company's shareholders
and recommends that you vote in favour of them, which you can do by following the voting procedure that
is described in the attached convening notice. The changes to the Articles are listed in the appendix of this
letter. Those which require a change to the Company's prospectus before becoming effective are marked.
www.schroders.com
R.C.S. Luxembourg - B 111315
For your security, telephone conversations may be recorded.
Page 2 of 6
The detailed amendments to the Articles are available for inspection at, or may upon request be received
from, the registered office of the Company’s Hong Kong Representative, located at Suite 3301, Level 33,
Two Pacific Place, 88 Queensway, Hong Kong.
If you would like more information, please contact your usual professional advisor or Schroders Investor
Hotline on (+852) 2869 6968; or fax (+852) 2524 7094.
Yours faithfully,
Noel Fessey
Authorised Signatory
Gary Janaway
Authorised Signatory
Enclosed:
Appendix to the Letter
Notice of Extraordinary General Meeting and form of proxy.
Page 3 of 6
Appendix
Amendment of the articles of incorporation of the Company (the "Articles")
as follows:
1. Amendment of article 3 of the Articles to reflect the submission of the
Company to the law of 17 December 2010 on undertakings for collective
investment (the "Law") and so as to read as follows:
"The exclusive object of the Company is to place the funds available to it
in transferable securities of any kind and other permitted assets, with the
purpose of spreading investment risks and affording its shareholders the
results of the management of its portfolio.
The Company may take any measures and carry out any operation which
it may deem useful in the accomplishment and development of its purpose
to the full extent permitted by part II of the law of 17 December 2010
regarding collective investment undertakings (the "Law")."
2. Amendment of article 4 of the Articles in order to authorise the board of
directors of the Company (the "Board") to transfer the registered office of
the Company to any place in the Grand Duchy of Luxembourg, if and to
the extent permitted by law.
3. Amendment of article 5 of the Articles to, inter alia:
- clarify the provisions on mergers and reorganisations of sub-funds;
- extend the power of the Board to liquidate, compulsorily redeem,
contribute or decide the reorganisation of one sub-fund or class of shares
by means of a division into the Company or into another undertaking for
collective investment without consultation of the shareholders of the
relevant sub-fund by increasing the threshold below which the Board can
take this decision from 20 million euros to 50 million euros or in the case
of a class of shares, by adding the threshold of 10 million euros or its
equivalent in another currency or any other amount determined by the
Board as being the minimum level for assets of such sub-fund or class of
shares to be operated in an economically efficient manner and as
disclosed in the offering documents of the Company;
4. Amendment of article 10 of the Articles to allow the Board to hold the
annual general meeting of shareholders at a date, time or place other than
those set forth in the Articles, if permitted by and under the conditions set
forth in Luxembourg laws and regulations.
5. Amendment of article 12 of the Articles to, inter alia:
- provide that shareholders will meet upon call by the Board pursuant to
notice setting forth the agenda sent, in accordance with the applicable
Effective upon approval of
an updated prospectus
containing specific
provisions in relation to the
amendment of the articles of
incorporation by any
competent authority
Page 4 of 6
Amendment of the articles of incorporation of the Company (the "Articles")
as follows:
Effective upon approval of
an updated prospectus
containing specific
provisions in relation to the
amendment of the articles of
incorporation by any
competent authority
laws and regulations at the shareholder's address in the register of
shareholders. If and to the extent required by Luxembourg law, the notice
shall, in addition, be published in the Mémorial, Recueil des Sociétés et
Associations of Luxembourg, in (a) Luxembourg newspaper(s) and in such
other newspapers as the Board may decide; and
- provide that a record date may be used to calculate the quorum and
majority requirements applicable to general meetings of shareholders and
to determine the rights of shareholders to participate and exercise their
voting rights.
6. Amendment of article 16 of the Articles in order to provide that a sub
fund may invest in one or more sub-funds of the Company, to the extent
permitted by Luxembourg laws and regulations.
Yes
7. Amendment of article 17 of the Articles regarding conflict of interests
whereby relevant provisions do not apply where decisions relate to current
operations entered into under normal conditions.
8. Amendment of article 21 of the Articles, inter alia:
- provide for the application by the Board of a dilution levy in order to take
into account estimated costs, expenses and potential impact on the price
of the underlying securities that may be incurred by a sub-fund in case of
net redemption and conversion requests;
- provide that the Board may defer redemption and/or conversion
requests received for any sub-fund on a valuation day in excess of a
certain amount or percentage disclosed in the offering document so as to
be dealt with on a subsequent valuation day;
- raise the amount of the minimum aggregate net asset value, upon
which the redemptions in kind are acceptable to the Company, from one
million euros to ten million euros per sub fund; and
- allow the Board to extend the period for payment of redemption
proceeds in exceptional circumstances to such period, not exceeding thirty
bank business days, or if and as long as the Company is authorised with
the Hong Kong Securities and Futures Commission, thirty days, as shall
be necessary to repatriate proceeds of the sale of investments in the
event of impediments due to exchange control regulations or similar
constraints in the markets in which a substantial part of the assets of the
Company shall be invested and provide that payment of the redemption
proceeds will be effected in the reference currency of the relevant class of
shares or in such other freely convertible currency as disclosed in the
offering documents of the Company.
Yes
Yes
Page 5 of 6
Amendment of the articles of incorporation of the Company (the "Articles")
as follows:
Effective upon approval of
an updated prospectus
containing specific
provisions in relation to the
amendment of the articles of
incorporation by any
competent authority
9. Amendment of article 22 of the Articles to inter alia:
- provide that the net asset value, the subscription price and the
redemption price of each sub-fund in the Company, shall be determined
by the Company from time to time, but in no instance less than once
monthly, as the Board may decide from time to time and as disclosed in
the offering documents of the Company; and
- provide that the Company may temporarily suspend the determination
of the net asset value, the subscription price and the redemption price of
each sub-fund in the Company during any period when the determination
of the net asset value per share of and/or the redemptions in the
underlying investment funds representing a material part of the assets of
the relevant sub-fund is suspended.
10. Amendment of article 23 of the Articles to, inter alia:
- specifically include listing costs and director’s fees and reasonable outof-pocket expenses as liabilities of the Company;
- allow the Board or its delegates to adjust the net asset value of any subfund where deemed appropriate in order to reflect inter alia any dealing
charges including any dealing spreads, fiscal charges and potential
markets impact resulting from shareholder’s transactions
11. Amendment of article 24 of the Articles to allow the Board to impose a
dilution levy in case of net subscription into the class of shares in order to
reflect the estimated costs, expenses and potential impact on security
prices that may be incurred to meet net subscription requests.
12. Amendment of article 25 of the Articles to remove the reference
according to which fractions of units will be calculated to three decimal
places and replace it by a reference to the calculation method to be
disclosed in the offering documents of the Company.
13. Amendment of article 27 of the Articles in order to provide that the
Board may determine from time to time the amount below which a
dividend distribution would not be operationally efficient (replacing the
previously fixed amount of 50 euro) which will be published in the offering
documents of the Company and broaden the basis for payment of interim
dividends.
14. Amendment of article 28 of the Articles to, inter alia:
- remove the wording according to which the investment manager of the
Company must be of, or affiliated to, Schroder's group; and
Yes
Yes
Yes
Yes
Page 6 of 6
Amendment of the articles of incorporation of the Company (the "Articles")
as follows:
- clarify the consequences on the Company's name of non-conclusion or
termination of the management services agreement with a management
company which is part of Schroder's group.
15. Amendment of article 30 of the Articles to provide that, for as long as
the Company is authorised by the Securities and Futures Commission of
Hong Kong, the majority requirement to amend the Articles will be raised
to 75 per cent. of the shares present or represented. Any amendment
affecting the rights of the holders of shares of any sub-fund vis-à-vis those
of any other sub-fund shall be subject, further, to a vote in accordance to
the and majority requirements provided for in article 30, in respect of each
such relevant sub-fund.
General update of the Articles by amending article 3
General update of the Articles by amending article 4
General update of the Articles by amending article 5
General update of the Articles by amending article 6
General update of the Articles by amending article 8
General update of the Articles by amending article 10
General update of the Articles by amending article 11
General update of the Articles by amending article 12
General update of the Articles by amending article 13
General update of the Articles by amending article 14
General update of the Articles by amending article 16
General update of the Articles by amending article 17
General update of the Articles by amending article 20
General update of the Articles by amending article 21
General update of the Articles by amending article 22
General update of the Articles by amending article 23
General update of the Articles by amending article 24
General update of the Articles by amending article 25
General update of the Articles by amending article 26
General update of the Articles by amending article 27
General update of the Articles by amending article 28
General update of the Articles by amending article 30
General update of the Articles by amending article 31
Effective upon approval of
an updated prospectus
containing specific
provisions in relation to the
amendment of the articles of
incorporation by any
competent authority