Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (the revised Shareholders Rights Directive or “SRD II”) amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement aims at strengthening shareholder engagement and increase transparency for asset managers and owners. Firms in scope under SRD II are asset managers with a trading strategy that involves investing in shares traded on EEA and other comparable markets. Asset managers for these purposes include MiFID managers, full scope AIFMs, and UCITS schemes and management companies[1].

Firms that do not invest in listed shares are not in scope of the requirements under SRD II. SRD II is also restricted to activities carried out from an establishment in the UK and/or an EEA state.

By virtue of the investment policies of Vitruvian Partners LLP (“Vitruvian”) investment mandates, and specifically the fact that investing in shares traded on EEA and other comparable markets is not currently a core feature of the funds managed by Vitruvian, Vitruvian is not in scope for SRD II.

In event of a change in the investment activities or strategies managed by the Firm, the relevance of the application of the Code will be revisited and this disclosure updated accordingly.

[1] Please see FCA Handbook COBS 2.2B SRD requirements.