Quercus: Joint Venture with RF Capital for EUR 400 Million

Board Renewed: Lord Gregory Barker appointed as Chairman
London, Milan, 1 October 2018. Quercus Group informs that a joint venture agreement was finalised during the summer with RF Capital, an Australian financial group active in several sectors, from construction to financial activities. A newco on a fifty-fifty basis is being set up. Quercus will be the industrial partner, mainly taking care of the renewable energy infrastructure investment and asset management activities; whereas RF Capital has committed to provide Eur 400 million over the next 4 years. Initially, investments will be in solar and wind power plants.

The two partners are setting the scene for a quick start to deploy capital on the initial investment opportunities. A first informal investment committee has already taken place in London recently and the activity is expected to start over the end of this year.
On Thursday 27 September the Annual General Meeting of the sole shareholder of Quercus Assets Selection Sarl has also been held. The shareholder is pleased to announce the approval of the 2017 year-end accounts of and the appointment of Quercus deputy chairman, the Rt Hon Lord Barker of Battle, (former UK Energy & Climate Change Minister), as new group chairman and the appointment to the board of Mr Christopher Knowles, as vice chairman. Mr Giulio Antonello has also been appointed as new member of the board.
Mr Knowles, was previously Head of Infrastructure Funds & Climate Action at the European Investment Bank (2006-2017). Mr Knowles is also a member of the OECD Centre for Green Finance and Investment, Advisory Council and chairs the Green for Growth Fund (South East Europe).

Mr Vito Gamberale (74) retires as chairman and leaves the board with the company’s warm thanks for his contribution to the group.

Mr Torkil Bentzen (72) also is stepping down and leaves the board with the company’s best wishes.

Commenting on the new appointments Lord Barker said: “I am delighted to step up to chair the group at such an exciting time in the development of Quercus. As the company grows, so the board is growing in strength and experience, as we look to build on our early success and identify new and sustainable opportunities for enhanced returns for our expanding investor base.”

Mr Knowles brings a wealth of experience in the European renewable energy market, where he helped create, across a range of renewable energy technologies, the new asset class that is driving Europe towards a genuinely low carbon economy.
Mr Giulio Antonello has a very distinguished track record in the Italian renewable energy sector and will bring huge insight and experience to our board discussions.

Diego Biasi, Co-Founder and CEO of Quercus also added: “Quercus is also pleased to announce its plans for the launch of a new UK fund dedicated to EV infrastructure: QEVI. This is a very exciting time for us and we are extremely pleased with the progress we have made so far in this market niche. QEVI will be an important part of our future strategy in the UK and international market”

About Quercus Assets Selection:
Founded by Diego Biasi, current CEO, and by Simone Borla inl 2010, it is one of the main European funds specialised in renewable energy. From when it was first launched, the fund has managed five different technology and investment policy strategies: from construction to M&A activities. It has an ongoing Joint Venture with the English government in the English biomass sector and with Swiss Life in the Italian photovoltaic market for large scale plants.

Quercus announces its first wind energy investments in Spain

The European fund will invest in two wind power plants of 28 and 20 MW in Cadiz and Malaga.

London, Milan, Tudela, 10th of September 2018 – Quercus, a European fund manager specializing in renewable infrastructure investments, has announced today that an agreement has been reached for it to acquire from Grupo Enhol its ownership stakes in two operating wind farms in Cadiz and Malaga (Spain) with an overall installed capacity of 48 MW. These investments together are worth over € 60 million and represent an important addition to Quercus’s Europe-wide renewable generation platform, marking the strong interest of Quercus in the Spanish renewable generation infrastructure.

Grupo Enhol is an independent Spanish company, a leader in renewables with more than 20 years of experience. Grupo Enhol is currently developing a big portfolio of renewable energy projects of more than 800 MW in Spain and other countries.

Quercus Assets Selection was supported by Golden Corporate as the transaction advisor, and by Watson Farley & Williams Spain as its legal advisor.

Grupo Enhol was supported by Greenhill & Co as the transaction advisor, and by Perez-Llorca as the legal advisor during negotiations of final agreements.

Diego Biasi, CEO of Quercus, said: “These two transactions lay the foundation of our presence in Spain, a market that, in our view, presents attractive opportunities to our investors. We are aiming at growing our footprint in Spain by further acquisition of wind and solar power capacity. We are also working on new opportunities in other countries across Europe through Quercus European Renewables investment fund with an objective of creating a broad portfolio of generating assets that provides diversification across different generation technologies and electricity markets, which will ensure our confidence in delivering secure and predictable returns to our investors.


Diego Oliver and Gonzalo Oliver
, Managing Directors of Grupo Enhol said: “This operation represents a strategic sale of asset rotation of Grupo Enhol in order to continue the development of the company and to carry out new constructions of wind power plants in Navarre, Spain”.

About Quercus Assets Selection:
Founded in 2010 by Diego Biasi, the current CEO, and Simone Borla, Quercus Assets Selection is one of the foremost European funds specialising in renewable energy. From foundation to present, the fund has managed five different technology and investment policy strategies: from construction to M&A activity. It has to its credit a Joint Venture with the UK government in the English biomass sector and with SwissLife in the Italian photovoltaic market for large-scale infrastructure.

GRUPO ENHOL

About Grupo Enhol:
Grupo Enhol is a family-owned business group, managed by the fourth generation, located in Navarre (Spain), highly diversified by presence in several sectors of economy, energy being the main one. Grupo Enhol began its activities in the 1930s and is a pioneer in the renewable energy sector, starting this activity more than 20 years ago. Grupo Enhol develops and invests in its own and third-party large-scale renewable generation projects.

European Energy divests the Bosco Le Piane Wind Farm

European Energy and Quercus Assets Selection have signed a sales and purchase agreement (SPA) for the Bosco Le Piane Wind Farm.

The Bosco Le Piane is located in the Basilicata region in southern Italy. The project consists of 13 Siemens Gamesa Renewable Energy wind turbines and is expected to be completed on the 5th of September 2018. Construction of the wind farm is in progress, and currently the Bosco Le Piane project is the biggest wind farm under construction in Italy.

Knud Erik Andersen, founder and CEO of European Energy A/S, said: “We have had a constructive dialogue with Quercus and we have come to appreciate their professionalism and focus on driving the process forward. It is the first time Quercus has acquired one of our projects, I hope that finalization of the acquisition will be the start of a long-term relationship to the benefit of both parties.”

Pietro Zerauschek, Quercus Country Manager for Italian Market:“The business model of European Energy will fit the risk return profile offered to our investors, and their international experience as developer ensures the highest standard of quality. Wind is an important asset class for our infrastructure funds and we will pursue our growth also with the support of European Energy in Italy and other strategic European markets.”

The acquisition is expected to be finalized by the end of the year.

About Quercus Assets Selection:
Founded in 2010 by Diego Biasi, the current CEO, and Simone Borla, Quercus Assets Selection is one of the foremost European funds specialising in renewable energy. From foundation to present, the fund has managed five different technology and investment policy strategies: from construction to M&A activity. It has to its credit a Joint Venture with the UK government in the English biomass sector and with Swiss Life in the Italian photovoltaic market for large-scale facilities.

About European Energy:
European Energy constructs wind and solar farms as well as large-scale green energy storage and have constructed more than 1 GW.

Quercus and ERG announce a NewCo to consolidate Italy’s photovoltaic sector

Genoa, 3 August 2018. ERG, leading Italian producer of energy from renewable sources, with over 2.800 MW of installed capacity, and Quercus Assets Selection Sarl, a European  fund focused on investments in renewable energy with over Euro 350 million of assets under management, have today signed an agreement for the creation of a public limited company, ERG Q Solar1 , to be based in Genoa under the joint ownership of ERG (60%) and Quercus Italian Solar Fund (40%), with the objective of consolidating the Italian photovoltaic market.

The company’s incorporation is expected to take place on or before 30 September 2018.

The purpose of the NewCo, which will operate exclusively in Italy, is the acquisition of small solar plants with less than 1 MW of installed capacity, targeting up to 150 MW by the end of 2021. Overall investments are envisaged during the next three years for a maximum amount of 350 million Euro, aiming for at least a “low double digit” equity Internal Rate of Return, also thanks to the implementation of industrial and financial synergies.

The NewCo’s governance envisages a Board of Directors comprising 7 members, 4 appointed by ERG (including the Chairman and the Chief Financial Officer) and 3 appointed by Quercus, with designation by the latter of the Chief Executive Officer. The new company’s Board of Directors will be required, inter alia, to approve investment proposals based on previously established guidelines.

Both partners will have the option to dissolve the company in the case of failure to achieve minimum progressive objectives in terms of MW acquired, as agreed beforehand between the parties. In any case, Quercus may sell its quota starting from 1 April 2029, if ERG has not exercised, during the period between 1 January 2029 and 31 March 2029, a call option to acquire the shares of the company being incorporated held by Quercus, at a price to be calculated taking into account the net cash flows expected to be distributable to shareholders for the subsequent years.

Quercus will contribute its knowhow via the management of possible target selection activities and coordination of negotiations, whereas ERG will contribute its recognised industrial and financial competencies.


Quercus Chairman, Vito Gamberale, commented:
 “ERG is a key player in energy innovation and leader in Italian renewables and we are proud that it has chosen Quercus to enhance its market penetration and asset management capabilities. Financial approach and industrial discipline will be increasingly the recipe for success, particularly as regards such a specialist market as that of small-scale solar power, where the presence of a local team like ours becomes fundamental at both negotiation and post-acquisition management stage.


ERG’s CEO, Luca Bettonte, commented:
 “This alliance will allow ERG to further exploit its industrial knowhow, drawing from its widespread territorial presence, already developed via growth in the wind power sector. The transaction comes within the strategy to expand the pool of Italian photovoltaic facilities with a view to optimising its generation portfolio, at the same time making it possible to take advantage of the potentially high returns expected from the sector of medium-small sized plants.


About ERG:

ERG has been operating in the energy sector for 80 years. Listed on the Milan Stock Exchange, ERG is the leading Italian wind power operator and one of the main players in Europe (1.791 MW) and is also active in the production of solar (90 MW), hydroelectric (527 MW) and thermoelectric power via low environmental impact cogeneration facilities (480 MW).

 

About Quercus Assets Selection:
Founded in 2010 by Diego Biasi, the current CEO, and Simone Borla, Quercus Assets Selection is one of the foremost European funds specialising in renewable energy. From foundation to present, the fund has managed five different technology and investment policy strategies: from construction to M&A activity. It has to its credit a Joint Venture with the UK government in the English biomass sector and with Swiss Life in the Italian photovoltaic market for large-scale facilities.

Quercus announces the closing of the acquisition of six photovoltaic (PV) plants in Italy with a combined capacity of 18.4MW

Quercus Investment Partners (“Quercus”), announces the closing of the acquisition of six ground-mounted solar PV plants with a total capacity of 18.4MW, located in the Apulia and Sicily regions of Italy from X-Elio, a global developer of renewable energies formerly known as Gestamp Asetym Solar.

The transaction was completed through a subsidiary Azienda Solare Italiana S.p.A (“ASI”), which was acquired by Quercus Assets Selection S.C.A. SICAV-SIF and Swiss Life Funds (Lux) Global Infrastructure Opportunities S.C.A. SICAV – SIF as part of a 50/50 joint venture agreement in April 2016.

With these additions, Quercus’s portfolio consists of twenty-eight plants totalling 235MW.


Diego Biasi,
CEO and co-founder of Quercus, explains: “The transaction represents an important landmark for Quercus, extending our installed photovoltaic capacity in Italy to 136 MW. As of now we have invested in European renewable energy projects worth more than 300MW. This is another step in our long-term consolidation strategy in the Italian and European markets, in order to become an industry leader. We will continue to invest in Italy through acquisition of existing plants with strong potential of production capacity and immediate cash flows for our investors”.


About Quercus:

Quercus Investment Partners Limited, based in London, is regulated by the FCA and provides consultancy services to Quercus Assets Selection Sarl, general partner of the SICAV-SIF Quercus Assets Selection SCA which is regulated by the CSSF in Luxembourg.

The objective of Quercus Assets Selection is to create a balanced portfolio of assets, diversified both technologically and geographically, which protect against inflation and provide a low correlation with traditional financial markets and deliver stable and predictable cash flows over a long investment period.

Quercus realises more than a 9% return on the disposal of its stake in ForVEI, a renewable energy Private Equity joint venture

Milan, London, Rome, Luxembourg, Dubai: 16 January, 2017: Quercus Assets Selection, which specialises in renewable infrastructure investments announces, from the World Future Energy Summit in Abu Dhabi, that its subsidiary, Quercus Renewable Energy Fund, has completed the sale of its stake in ForVEI, a joint venture comprising Quercus Renewable Energy, VEI Capital, Foresight Solar VCT and Adenium Solar Energy. ForVEI operates in the Private Equity as well as in the infrastructure and energy sectors in Italy.

Quercus initially invested €8 million in ForVEI in 2011, and at the time of its disposal late in December 2016, owned a stake close to 10% in the joint venture. The sale generated an IRR of higher than 9% for Quercus and it represents the first disposal by the Quercus Renewable Energy Fund (QRE), which was launched in 2010. The funds raised from the sale will result in a dividend distribution to investors in the first quarter of this year. The QRE fund seeks to exit investments within a 5-7-year investment period and it is intended that the fund will liquidate by the end of 2018.

Diego Biasi, Co-Founder and CEO of Quercus: “The ForVEI vehicle has been a very good and stable investment for Quercus and we are delighted to exit with an attractive IRR. The Italian renewable energy sector operates amberainst the backdrop of a stable regulatory environment. However, as relative early entrants into the market, when the regulatory environment was less predictable, the Quercus investment approach managed to invest effectively and with a clear set of long term objectives in mind. The QRE portfolio has been optimised over the years and is set to meet investors’ long term expectations.” 

The disposal of ForVEI follows recent news of the €150 million first close of a series of three renewable infrastructure funds that are seeking to raise a combined €500 million by December 2018. The three new funds are targeting an annual dividend yield of 6%, distributed semi-annually and an IRR above 11%. These funds will place Quercus among the top three renewable energy infrastructure funds in Europe.

The Company also announced in December the distribution of its first special dividend, equating to approximately 20%, from its Italian Solar Fund, and a new bond issue amounting to approximately €125m at a coupon rate close to 3% with an expiration date of 20 years. The Company is now looking further afield for investors and investment opportunities as it looks to roll out its investment strategy in new jurisdictions.


About Quercus:

Quercus Investment Partners Limited, based in London, is regulated by the FCA and provides consultancy services to Quercus Assets Selection Sarl, general partner of the SICAV-SIF Quercus Assets Selection SCA which is regulated by the CSSF in Luxembourg.

The objective of Quercus Assets Selection is to create a balanced portfolio of assets, diversified both technologically and geographically, which protect against inflation and provide a low correlation with traditional financial markets and deliver stable and predictable cash flows over a long investment period.

Quercus: successful €125m bond issue and first special dividend (~20%) for investors.

London, Rome, Luxembourg, 23 December 2016: Quercus Assets Selection, which specialises in renewable energy infrastructure investments, is pleased to announce that it has finalised the largest bond issue to date in Italy. It will target a portfolio of solar power plants through the subsidiary Azienda Solare Italiana (ASI), as well as distributing its first special dividend, equating to approximately 20%, from its Italian Solar Fund, launched earlier this year.

The bond issue, named ASI Brainwave 2, amounts to approximately €125m at a 2.5% coupon rate with an expiration date of 20 years.

The bond offering was oversubscribed by almost 3 times, with the majority of buyers originating from the insurance industry, which illustrates that institutional investors maintain their focus on, and confidence in, the renewable energy sector—and specifically the Quercus project.

The special dividend comes less than a year after the launch of the Italian Solar Fund and a few weeks after the first closing of €150m for the combined Italian Wind fund, Italian Solar fund and European MultiTech fund.

Quercus, was founded by Diego Biasi, CEO, and is currently chaired by Vito Gamberale. Ownership of ASI is split evenly between Quercus and Swiss Life, the highly regarded Swiss insurance group rated AAA by S&P.

ASI owns a portfolio of some of the most efficient solar farms in Italy, scattered across Lazio, Apulia and Sicily. Quercus and Swiss Life bought the company last June, and subsequently other farms were acquired as “add-ons” in the region of Molise.

The bond issue was carried out to optimise the debt structure of the entire portfolio.


Diego Biasi,
CEO of Quercus, emphasises that “Due to the debt restructuring and other efficiency measures, we have managed to free up financial resources that will go towards a special dividend of approximately 20% of the capital invested by the Quercus Italian Solar Fund. The payment will be made in two stages: one before Christmas, and the other after the approval of the 2016 financial statements. We are extremely pleased to be able to return significant value to our longstanding and supportive shareholders”.

We have been extremely effective at realising the investment opportunities that we identified” said Vito Gamberale, Chairman of Quercus “and we have turned investors’ commitments into actual and highly profitable investments in a very short time.”

“The various efficiency gains” continued Mr Gamberale “show that the funds that directly manage their assets are the most adept at creating value from acquisitions. It is incredibly unlikely that an external asset management team would have been able to achieve the same result”.


About Quercus:

Quercus Investment Partners Limited, based in London, is regulated by the FCA and provides consultancy services to Quercus Assets Selection Sarl, general partner of the SICAV-SIF Quercus Assets Selection SCA which is regulated by the CSSF in Luxembourg.

The objective of Quercus Assets Selection is to create a balanced portfolio of assets, diversified both technologically and geographically, which protect against inflation and provide a low correlation with traditional financial markets and deliver stable and predictable cash flows over a long investment period.

Quercus announces the €150 million first close of its new renewable energy infrastructure funds

London, Rome, Luxembourg: 9 December, 2016: Quercus Assets Selection, which specialises in infrastructure investments with a focus on renewable energy, announces that it has reached its first collection target of €150 million for new projects, led by its Co-Founder and CEO, Diego Biasi.

The three new Quercus funds are targeting an annual dividend yield of 6%, distributed semi-annually and an IRR above 11%. Quercus is looking to raise a combined target of €500 million across the three funds by December 2018. Upon reaching this target, Quercus will be among the top three renewable energy infrastructure funds in Europe. The funds’ next closing is expected to take place during the first half of 2017. The funds have attracted investment from a number of blue chip institutional investors, from Life Insurance providers, banking foundations, mutual funds, and pension funds.

Quercus launched the three funds early in 2016 as part of a unique project to combine three separate renewable energy funds to provide investors with choice and flexibility. The €150 million Italian Wind fund will invest in Italian wind projects, the €150 million Italian Solar fund will invest in Photovoltaic plants, while the €200 million European MultiTech fund will invest in solar, wind, hydroelectric and biomass projects, preferably in Scandinavia, in the United Kingdom and in Italy. The funds will capitalise on opportunities presented by fragmentation in the broader European renewable market.

Quercus has built a successful track record over 6 years, which has seen the firm complete fundraising for two funds that have invested approximately €200 million globally, generating an annual dividend yield of 5% and 6% and an IRR of between 9-10%.

Diego Biasi, Co-Founder and CEO of Quercus commented: “2016 is proving to be another big year for Quercus. We are on-track to doubling our AUM, as we have each year since our inception, despite fundraising during a time of increasing global market volatility. The aim of these funds is to capitalise on our growing scale to capture the growth opportunities presented by the need for consolidation in the European renewable energy space. We are aiming to be one of the largest European investors in renewable energy within the next five years, and we will do so by collaborating with the top financial and industrial partners across Europe.”

Vito Gamberale, Chairman of Quercus commented: “Our goal is to acquire existing facilities that have a minimum of three years’ consolidated activity behind them, thereby ensuring that Quercus owned plants reach our productivity targets. This aspect, along with defined rates attributed to each facility, translates into returns that match high yield bonds while also benefitting from investing in investment grade assets whose returns are totally uncorrelated from market volatility.”

The first close of these three exciting funds follows the execution of Quercus’ first major strategic acquisition in 2016, when we partnered with Swiss Life Asset Managers to acquire Antin Solar Investments (ASI) and its 77 MW Italian photovoltaic portfolio. This major first investment enabled Quercus to deliver an extraordinary dividend higher than the annual dividend target set by our investment manifesto.

The funds also benefit from the experience of Vito Gamberale, Quercus’ Chairman, and founder of F2i, the largest Infrastructure Fund in Europe. During his time at F2i, Mr. Gamberale generated an annual dividend yield of 6% and an IRR above 15%. Mr. Gamberale created infrastructure platforms in various fields, including one in renewable energy which became the second largest renewable platform in Italy.

The pan-European Quercus team is well connected and has strong international experience in renewable energy infrastructure, which enables it to directly source attractive investment opportunities over a range of technologies and geographies.

The firm currently operates from its offices in London and Milan with an international senior management team. This pan-European platform offers strong technical, financial and management skills, to enable Quercus to directly manage its assets and explore all possible forms of efficiency locally. Quercus plans to expand its office network internationally, with firm plans well underway.

About Quercus

Quercus Investment Partners Limited, based in London, is regulated by the FCA in the UK and provides consultancy services to Quercus Assets Selection Sarl, general partner of the SICAV-SIF Quercus Assets Selection SCA which is regulated by the CSSF in Luxembourg.

The objective of Quercus Assets Selection is to create a balanced portfolio of assets, diversified both technologically and geographically, which seek to protect against inflation and provide a low correlation with traditional financial markets and deliver stable and predictable cash flows over a long investment period. The Quercus team has significant experience in energy infrastructure, traditional and alternative investments. Quercus also has a well-developed network of highly-regarded external partners, enabling Quercus to benefit from breadth of expertise difficult to find in a single organisation

Quercus and Swiss Life Asset Managers announce the acquisition of two photovoltaic (PV) plants in Italy with a combined capacity of c. 7.3MW

London, Luxembourg: 22 July 2016: Quercus Assets Selection and Swiss Life Asset Managers announce the successful acquisition of two ground-mounted solar PV plants with a capacity of 6.5MW and 0.77MW respectively, located in the Molise Region, Italy.

The transaction was carried out and completed by Azienda Solare Italiana S.p.A (“ASI”), formerly known as Antin Solar Investments, which Quercus and Swiss Life Asset Managers acquired in April 2016 through a 50/50 joint venture. With these additions, ASI’s portfolio consists of eleven plants totalling 84.4 MW and a combined annual production of 140 GWh.

Umberto Tamburrino, CEO of ASI, comments: “As promised at closing of the acquisition by Quercus and Swiss Life Asset Managers, we continue to build our track record for acquiring top-quality PV plants. This latest transaction is a statement of intent that evidences our goal to become one of the leading consolidators within the fragmented Italian market.”

Diego Biasi, CEO and co-founder of Quercus, explains: “This acquisition proves our commitment and ability to execute our investment strategy through deals of varying magnitudes within an Italian market that continues to offer significant opportunities.”

Constantin Dogos, Board Member of ASI and Director in the infrastructure investments team of Swiss Life Asset Managers, comments: “With this add-on acquisition we are consistent with our investment strategy for ASI and we will support similar future opportunities.”

ASI was advised by Hogan Lovells on legal matters, by EOS on technical matters and by Deloitte on tax matters. The Vendor’s legal advisor was Gattai, Minoli, Agostinelli, Partners.

Quercus announces successful financing of three UK solar PV assets with Santander UK

London, Luxembourg: Quercus Assets Selection announces the successful portfolio debt financing of three solar photovoltaic plants: Sidlesham, Burton and Stanton. Santander UK provided £13.6m of portfolio level debt over a 10-year tenor.

The transaction places all three plants under the ownership of Quercus Renewable Holding 2, a Quercus-owned holding company. This deal marks an important landmark in Quercus’ ongoing consolidation strategy, which aims at driving returns through a meticulous process of financial and operational optimization rooted in the Company’s ability to capitalize on its economies of scale.

The three plants of Sidlesham, Stanton, and Burton have a combined capacity of 21.3 MW and are located in Chichester, Swindon, and Stratford-upon-Avon, respectively. They were all connected in May 2015 and accredited under Ofgem’s Renewable Obligation scheme, valid for 20 years. Their combined annual production amounts to 21 GWh of electricity, which is enough to power nearly 5’000 homes and save up to 9’160 tonnes of CO2 emissions per year.

Diego Biasi, CEO and Co-Founder of Quercus, commented:
“We remain constantly focused on delivering clean energy to the UK customer through our local renewable energy plants. We are very happy to partner with Santander and to have negotiated a vital and mutually beneficial deal to optimize our investors’ returns on these three plants.”

Mark Cumbo, Director – Infrastructure & Renewable Energy, Santander UK, said of the deal: “We are delighted to have been given the opportunity to support the Quercus management team throughout this process and to deliver a bespoke funding package that ultimately helps support their investor group return.  We look forward to building on this success and partnering with Quercus on future opportunities.”

Other counterparts to the financing were Osborne Clarke LLP acting as the Lender’s legal adviser and Norton Rose Fulbright LLP acting as Quercus’ legal adviser.