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Royal Borough of Kensington and Chelsea Pension Fund Royal Borough of Kensington and Chelsea Pension Fund March 31, 2019 Quarterly Report Confidential Quarterly Report-Q1'19 Table of Contents Market Update 2 Summary 6 Diversification 7 Partnership Fund Program Executive Summary 10 Performance and Portfolio Highlights 11 Detailed Schedule of Investments 19 Notes and Footnotes 33 Adams Street Partners has provided this report (the “Report”) to the recipient on a confidential basis for purposes of monitoring the recipient’s Adams Street Partners investments. This Report contains highly confidential information, including trade secret information, that is proprietary to Adams Street Partners and/or underlying funds and/or portfolio investments. In accepting the Report, the recipient agrees that it will (i) not copy, reproduce or distribute the Report, in whole or in part, to any person or party (including any employee of the recipient other than an employee or other representative directly involved in evaluating the recipient’s investments with, or monitored by, Adams Street Partners) without the prior written consent of Adams Street Partners, (ii) keep permanently confidential all information not already public contained herein, and (iii) use the Report solely for the purpose set forth above. Numbers in this report are based on Adams Street Partners’ calculations and have not been reviewed or approved by the relevant general partners. Royal Borough of Kensington and Chelsea Pension Fund 1 Confidential Quarterly Report-Q1'19 Market Update During the three months ended March 31, global investor expectations that central Simultaneously, these companies spend heavily on research and development to banks will not raise interest rates in 2019 propelled public equity markets to rebound retain their product advantage while also building their management ranks to enable sharply from the dismal end to 2018. Private markets continued a steadier path efficient scale and a highly profitable long-term business model. If the market upward, providing both diversification and value creation for investors. Exit markets opportunity is large enough, the value-maximizing strategy for these companies is to remain robust as small/mid-sized growth-oriented companies benefit from multiple spend ahead of – or at least alongside – this revenue growth, forgoing profits in the potential exit paths including IPO markets, strategic acquirers, and sales to larger short term to capture market share. Great investments at this stage can offer private equity buyers. Investors in today’s market must be selective, and Adams venture-like upside with proven companies and scalable executive teams that often Street’s work drives us toward smaller companies that can grow without heavily carry a reduced risk profile compared to their early-stage counterparts. relying on credit markets. Fortunately, as expanded on below, an increasing number of companies prefer to stay private longer, so there is opportunity to find interesting Adams Street’s platform and processes, enable us to back great companies at the investments even in today’s highly-valued market. right point in their life cycle. Our clients access these companies through growth- oriented funds we allocate to on their behalf, co-investments we make alongside our Following this theme, the venture capital and growth equity ecosystem is thriving, underlying fund managers, as well as our own direct Growth Equity strategy available with more than US$200 billion1,3 and US$365 billion2,3 raised since 2014 in each on a standalone basis or as a component of more comprehensive mandates. We strategy, respectively. Equity investment in upstart and growth companies has encourage you to learn more about the opportunities to access this important evolved dramatically over the years and is experiencing its most radical change at the segment of the private equity market through Adams Street Partners. growth stage of venture-backed companies. Several forces are simultaneously fueling this segment of the market, providing an opportunity for investors to gain exposure to In June we held two investor conferences, one in London and one in Chicago. We the world’s largest engine of economic value creation: appreciate the tremendous client turnout at each event, and plan to hold two additional conferences later this year in Asia. If you were unable to attend either June . The volume of early-stage venture investment (US$139 billion1,3 in deal flow conference, but would like a copy of the respective materials, please contact your over the past 5 years, the largest 5-year period in history) is creating an Adams Street Partners representative. Thank you for the continued trust you place in enormous amount of growth-stage investment deal flow. us. Companies staying private longer allows management to focus on long-term value creation without the pressure to make shorter-term decisions to meet public market earnings expectations. LPs’ are allocating more to private markets to avoid missing meaningful value creation that is no longer accruing to public market investors. More than any other private markets strategy, returns in growth investing are driven by rapid revenue growth. This is largely an unlevered strategy in which investors look for innovative companies with proven business models targeting big markets. Many of these companies use their early-stage venture investments (Seed, Series A/B) to develop a groundbreaking product and prove they can sell it efficiently. With product 1 4Q 2018 PitchBook NVCA Venture Monitor validation behind them, these companies are now ready to spend aggressively on 2 MacArthur, Hugh, Global Private Equity Report 2019. Bain & Company, 2019. sales and marketing to exploit the lead they have over competitors. 3 Data is through Dec 31, 2018. Royal Borough of Kensington and Chelsea Pension Fund 2 Confidential Quarterly Report-Q1'19 Market Update (Continued) Summary of New Investments (Q2'19) Primary Investments Medicxi III — Medicxi III is an opportunity to invest with an established, highly experienced and proven life science team employing an asset-centric approach to Accel London VI — Accel London VI is an opportunity to invest in a leading European investing. Medicxi Ventures (“Medicxi”) will make early and growth stage venture franchise with a global brand and a strong position in early stage investing. investments in life sciences companies, specifically in companies developing drugs Accel London VI focuses on infrastructure, software, and digital media opportunities. for unmet needs. Medicxi pursues an ‘asset-centric’, or capital efficient investment Accel intends to partner with the very best entrepreneurs in order to develop strategy to thereby avoid the cost and timelines associated with classical drug companies with category-defining potential. The firm’s “prepared mind investment development platforms (who develop multiple assets simultaneously). The strategy is (proactive research) initiatives” help Accel when trying to back early, strategic leaders to invest in “projects” that focus their resources on the development of only one or and also commonly involves collaboration of Accel’s London office with the US and two molecules. Indian offices. NFX Capital Fund II — NFX Capital Fund II is an opportunity to back an early stage Accel-KKR Capital Partners VI — Accel-KKR is an opportunity to invest alongside a U.S. and Israel focused fund targeting technology-driven companies with significant leading US mid-market franchise pursuing software and tech-enabled services network effects. NFX primarily invests in companies targeting the U.S. market with a companies. The fund will invest in software and technology enabled services bias to SF Bay Area and Israeli teams. The firm will invest in companies across all companies. This includes companies with a focus on web hosting and IT categories – Consumer, Enterprise, etc – as long as network effects are core to the infrastructure management services, enterprise computing and data storage, storage business model. networking, data communications, internet services, business process outsourcing and professional IT services. TA XIII-A — TA Associates XIII is an opportunity to invest with an experienced growth-oriented buyout manager with expertise in services and technology-focused Andreessen Horowitz LSV Fund I — Andreessen Horowitz LSV Fund I is an businesses. TA invests in profitable, privately held companies in growth industries opportunity to invest with an industry-leader with deep domain expertise in the IT, including technology, business services, financial services, asset management, Bio, and Crypto space. Andreessen Horowitz (“AH”) is focused on investing in the healthcare, and consumer. information technology space. The products these companies develop may range from consumer internet services to enterprise software to infrastructure hardware to Secondary Investments consumer electronics. AH is expressly focused on backing outstanding founding teams with the technical expertise to lead the company through several stages of Project Bayside — Project Bayside involves the purchase of a $31.25 million original growth as CEO. AH expects a significant majority of the funds’ capital to be invested commitment to Flexpoint Fund II, L.P. (“Flexpoint II”) from an endowment. Given the in a small set of particularly high-potential companies over multiple stages. strength of ASP’s relationship with the GP and the Primary team’s recent diligence, ASP was a preferred buyer and held a strong competitive advantage in
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