Private company

INFRARED CAPITAL PARTNERS LIMITED

INFRARED CAPITAL PARTNERS LIMITED is a limited company registered in the United Kingdom, active since 1997.1 It is headquartered in London, United Kingdom.1

Last updated Oct 21, 2026.

Overview

May 2, 1997Founded1
  • HeadquartersLondon, United Kingdom1
  • Legal formPrivate Limited Company1
  • LEI213800JVPPI7YT2ZYP401
  • StatusActive1
  • LEI statusIssued and current1
  • Registered addressLEVEL 7 ONE BARTHOLOMEW CLOSE, EC1A 7BL London, United Kingdom1
  • Registered withCompanies House, 033649761

Corporate structure

INFRARED CAPITAL PARTNERS LIMITED is part of a group headed by BK Canada Holdings Inc.. 11 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of INFRARED CAPITAL PARTNERS LIMITED

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G; owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

Investment adviser

INFRARED CAPITAL PARTNERS LIMITED is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.

  • Assets it manages$14.3B3 40 accounts, all with discretion
  • Employees148 53 in investment advice or research
  • ClientsPooled investment vehicles (other than investment companies and: 39 ($14.0B); Other: LIMITED PARTNERSHIPS SMAS: 1 ($338.1M)
  • How it is paidA percentage of assets under its management; Performance-based fees
  • What it doesPortfolio management for pooled investment vehicles (other than investment companies); Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
  • Holds client assetsYes: cash and securities
  • RegistrationSEC 801-134515, CRD 161187 IAPD record

Who owns it

Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).

  • INFRARED CAPITAL PARTNERS (HOLDCO) LIMITEDowns 75% or more, since 04/2011
  • BK CANADA HOLDINGS INC.owns 75% or more of SLC AM PARENT INC., since 06/2025
  • INFRARED (UK) HOLDCO 2020 LTDowns 75% or more of INFRARED PARTNERS LLP, since 07/2020
  • INFRARED PARTNERS LLPowns 75% or more of INFRARED CAPITAL PARTNERS (HOLDCO) LIMITED, since 04/2011
  • SLC AM PARENT INC.owns 75% or more of SLC MEP (CANADA) HOLDINGS INC., since 06/2025
  • SLC ASSET MANAGEMENT ULCowns 75% or more of INFRARED (UK) HOLDCO 2020 LTD, since 06/2025
  • SLC MEP (CANADA) HOLDINGS INC.owns 75% or more of SLC ASSET MANAGEMENT ULC, since 06/2025
  • SUN LIFE FINANCIAL INC (public company)owns 75% or more of SUN LIFE GLOBAL INVESTMENTS INC SHAREHOLDER, since 12/2004
  • SUN LIFE GLOBAL INVESTMENTS INCowns 75% or more of BK CANADA HOLDINGS INC. SHAREHOLDER, since 06/2025

In its own words: the client brochure

Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 4/29/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.

Item 4: Advisory business Services

Background to the business InfraRed Capital Partners Limited (“IRCPL or the “Firm”) is an infrastructure investment management business. The infrastructure business was formed in 1997, as part of Charterhouse (a boutique merchant bank). This is when the Firm (as it stands today) started making infrastructure investments. Following Charterhouse’s acquisition by HSBC in 2000, the business grew into a global infrastructure platform. In April 2011 the business completed a management buy-out, and was rebranded as “InfraRed Capital Partners”. The Firm is now a wholly owned subsidiary of Sun Life Financial Inc. (together with its subsidiaries and joint ventures, “Sun Life”). IRCPL was previously notified to the SEC as an Exempt Reporting Adviser and is authorised and regulated by the UK Financial Conduct Authority. IRCPL is a UK investment manager whose principal place of business is in London, UK. Overview of the Firm’s Investment Advisory Services IRCPL provides discretionary management services to a number of non-US pooled investment vehicles (“Funds”), coinvestment opportunities and separately managed accounts. The Firm also provides discretionary investment management services to several funds listed on the London Stock Exchange (“Listed Vehicles”). Together the Funds, co-investments vehicles, separately managed accounts and Listed Vehicles are referred to herein as the Firm’s “Clients”. The Firm’s Clients are offshore vehicles, with the exception of one US based private fund. A limited number of the Firm’s Clients are offered to US investors. The Firm provides discretionary investment management services relating to infrastructure investments primarily within the following sectors:

Energy transition and circular economy Communications and digital infrastructure Social and transport infrastructure

The Firm’s management and advisory services consist of identifying and evaluating investment opportunities, negotiating the terms of the investment, managing and monitoring investments and achieving dispositions for such investments. The Firm’s affiliate, InfraRed Capital Partners (US) LLC (“IRCPL US”), provides non-discretionary advisory services relating to certain assets based in North America and is separately registered with the SEC as an investment adviser. IRCPL’s advisory services are detailed in the relevant private placement memoranda or other offering documents, investment management agreements, limited partnership or other operating agreements or governing documents (also referred to “Offering Documentation”). The Firm does not generally tailor its advisory services based on its analysis of the individual needs of underlying investors in the Funds, co-investments vehicles or Listed Vehicles, although side letters or similar agreements may be entered into. Where the Firm provides investment management and advisory services to separately managed accounts, these services are provided in accordance with negotiated guidelines and restrictions regarding investments and other investment criteria. These guidelines and restrictions are reflected in the relevant Offering Documentation between the Firm and the relevant Client.

Assets under Management As at June 30, 2025, IRCPL’s regulatory assets under management (”RAUM”), which include discretionary and purely advisory assets, were $14,299,554,516. IRCPL did not have RAUM attributable to non-discretionary advisory services.

Item 5: Fees and compensation Fees

The Firm is remunerated for its services via a management fee which is payable quarterly, in advance or in arrears, as determined within the relevant Offering Documentation. The management fee will typically range from c. 0.5% to 1.5% per annum, depending on the Client and the size of the mandate. The Firm may agree to a lower management fee for certain investors. Employees and other investors affiliated with the Firm may pay a discounted management fee in line with firms of similar size and nature. The Firm may charge its separately managed accounts a management fee that is subject to negotiation and is fully described and agreed to in the respective Offering Documentation with the Firm. Expenses and other costs Clients will bear all fees, costs and expenses incurred in connection with the establishment of the investment vehicle as well as the ongoing operation, administration, management, maintenance, termination and/or liquidation of the vehicle and intermediate holding (or similar) entities, including the general partner or carried interest partner. All fees, costs and expenses, plus any applicable taxes, related to the sourcing, making, holding and divesting of investments and the ongoing operations, including associated financing arrangements and sources, third-party due diligence providers, data and research providers and similar service providers, expert networks, legal, audit and tax expenses, are borne by the relevant Client. Investments typically require extensive due diligence, legal, and other costs prior to their consummation and may be subject to broken deal expenses if they are not consummated. A Client will pay any fees, costs, and expenses incurred in developing, investigating, negotiating, or structuring any investment opportunities it pursues, whether or not such investments are ultimately consummated, including investments pursued by IRCPL or an affiliate. As applicable, Clients will bear the cost of brokerage, sale, custodial, depository services as well as costs relating to the convening of investors or the relevant Advisory Committee. In addition, Clients will bear the cost for including marketing activities and distribution of interests, including but not limited to costs of appointing a local intermediary or paying agent, fees, costs and expenses incurred in respect of registrations and filings to regulatory authorities and governmental bodies related to the offering and sale of interests in that country, state or province. Clients can also be expensed the costs for compliance reporting and filings as well as tax reporting. The general partner of a Client structured as a fund, IRCPL and its respective affiliates will, save as provided in the relevant Offering Documentation, be responsible for their own office costs and the remuneration costs of their respective personnel, and all costs relating to obtaining any licenses, authorisations, registrations, qualifications or exemptions which are necessary for the performance of investment management and/or advisory services by IRCPL persons in connection with the Client. Similarly, Clients will not be required to compensate placement agents utilised by the Firm. IRCPL is permitted to charge back certain costs and/or charge additional fees to the Clients in certain circumstances which are disclosed to the investors prior to investment. Clients should refer to their respective Offering Documentation for a complete understanding of fees and expenses.

Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks

IRCPL focuses on investing in infrastructure that is critical to the functioning of societies; supporting economic growth, sustainable development, and social progress, addressing long term needs of users and communities. Through selection and active management, IRCPL seeks to perform through all market cycles and conditions.

IRCPL focuses on investing in opportunities that seek to create stable and resilient cash flows in infrastructure through platforms, joint ventures, companies, projects or other direct or indirect structures at the development or construction stage or with significant value-add potential (through expansion, asset development or cash flow enhancement). The Firm’s focus is on a wide range of assets, including investments in public-private partnerships (“PPPs”), operating companies, and growth platforms that create new infrastructure. Target sectors include digital, transportation, and social infrastructure, offshore wind, water, energy enabling infrastructure and electricity. IRCPL offer a range of both value-add and core strategies – all targeting essential, high-quality, mid-market infrastructure that we believe is central to the functioning of societies in developed economies around the world.

Value-add: Capital gain focused strategies are exit driven, seeking to deliver attractive risk-adjusted returns. We identify early-stage opportunities to drive value through developing, constructing, commissioning, and operating infrastructure assets and platforms. Core: Core focused strategies – utilising both listed and private capital – aim to produce long-term, stable returns with positive inflation correlation. IRCPL puts significant emphasis on the construction of our portfolios to create sector and geographic diversification.

IRCPL believes that the principles of environmental, social and corporate governance and sustainability investing are fundamental drivers of long-term investment performance. Fund investment strategies and investment policy are set out in the respective Offering Documentation. Summary of Investment Approach The investment process includes the following stages:

Sourcing: The Firm and its affiliates source investments from a combination of the relationships that individuals have built up over a number of years as well as from the Firm’s global presence and positioning, which provides access to deal sourcing through local market relationships, advisers, partnerships and networks. Origination and screening: New opportunities are screened for quality and compliance with a Client’s investment policy, as well as other factors, such as diversification and overall robustness of the proposition. Review processes may include examination of business plans, the corporate acquisition structure, financing terms, acquisition budget, and counterparty due diligence and sustainability considerations. Due diligence, tender and pre-commitment: Each Client has a designated Investment Committee focussing on the relevant Client’s investment objectives. On Investment Committee approval to proceed, further due diligence is undertaken, including – but not limited to - counterparty checks, credit and performance risk assessment as well as sustainability checks, with the process culminating in presentation of investment recommendations to the relevant Investment Committee. Due diligence may include the use of external professional expertise including engineering and/or technical consultants, environmental/sustainability consultants, accountants and tax advisers, financial modelers, legal advisers, and insurance experts. All investment evaluations are supported by financial modelling. Investment Approval and commitment: Transactions approved by the relevant Investment Committee and other relevant signatories, is following completion be managed by a dedicated internal asset management or platform team. Governance and oversight of Client portfolios is undertaken by the Investment Committee.

Following completion of an investment, the asset delivery process begins, with the asset management and portfolio management teams seeking to deliver outperformance from the portfolio through value enhancements identified in the investment process. These may be achieved through cost reduction; developing and implementing efficiencies across the portfolio, in particular by leveraging economies of scale; exploring opportunities to add new revenues within existing portfolio companies; de-risking future cash flows and driving efficient financial management.

IRCPL seeks to ensure that portfolio companies perform in line with the relevant contractual obligations and/or regulatory frameworks and that they deliver the forecast base case investment return. The Firm focuses on active oversight of portfolio companies, usually through board representation; building relationships with key portfolio counterparties; facilitating and/or driving resolution of operational issues, including disputes; and promoting sustainability awareness. Regular board meetings, site visits and on-going dialogues with key stakeholders are part of this active management process. The portfolio management team focuses on monitoring financial performance of each investment, improving cash efficiency and minimizing cash drag on returns; managing the valuation process; and implementing prudent financial management practices. Risk of Loss Investing in infrastructure assets involves risk of loss that investors should be prepared to bear. There is no assurance that a Client’s investment objectives will be achieved or that the Firm’s investment strategies will be successful. The following list of risk factors do not purport to be a complete enumeration or explanation of the risks involved in an investment with IRCPL. Prospective investors are urged to consult their professional advisers and review any Offering Documentation before deciding to make an investment. Dependence on Key Individuals. The ability of the Client to achieve its investment objective depends to a high degree on the managerial experience of the management and investment teams within IRCPL. Risks of Less Established Companies. Funds may invest in smaller, less established companies, assets or projects. Investments in such entities may involve greater risks than are generally associated with investments in more established entities. Less established companies tend to have lower capitalisations and fewer resources, and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. There can be no assurance that any such losses will be offset by gains (if any) realised on the Fund's other assets. Such companies may have a greater variability of returns, and a higher risk of failure, than more established companies. Infrastructure Asset Business and Operating Risks. Investment in infrastructure assets involves several business related risks. Project revenues can be affected by a number of factors including economic conditions, political events, competition, regulation and the financial position and business strategy of customers. In addition, operating costs can be influenced by a wide range of factors, many of which may not be under the control of the owner/operator, including the breakdown or failure of equipment or processes, labour disputes, industrial accidents and the need to comply with the directives of central and local government authorities. Deregulation, privatization, technological change, and market volatility in the power industry has created a much less stable sector with substantially greater variability of company performance. Other unanticipated changes can include demographic changes, increasing fuel prices, government macroeconomic policies, tariff and other fee rates, social stability, technical obsolescence, natural disasters (such as fire, floods, earthquakes and typhoons), changes in weather, changes in demand for products or services, changes in government incentives and grants, defective design or construction, bankruptcy or financial difficulty of a major customer, acts of war or terrorism and other unforeseen circumstances and incidents. These could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. In addition, there may be risks associated with the nature of investments, such as investing in rapidly evolving sectors such as renewable energy which can be impacted by geographic, meteorological, technology and construction related factors, as well as governmental policies or regulatory frameworks. Investment in unquoted companies. Investments in unquoted companies are intrinsically riskier than in quoted companies as unquoted companies may be smaller, more vulnerable to changes in markets and technology and dependent on the skills and commitment of a small management team. Investments in unquoted companies can be difficult or impossible to realise. Prior to making investments, the Firm will undertake due diligence, but there can be no assurance that the Firm will be able to detect or prevent all risks, irregular accounting, employee misconduct or other

Read the rest in the brochure

Item 7: Types of clients

IRCPL provides investment management services to Funds, co-investment vehicles and institutional investors in separately managed accounts. Given the nature of the strategy employed by the Firm, the Funds are typically closedend structures as well as open-ended vehicles with limited liquidity. The Firm also provides investment management services to Listed Vehicles, which are Funds listed on the London Stock Exchange. Primary issuance of shares in the Listed Vehicles is not available to US investors. Requirements for Opening or Maintaining Accounts Funds, other than the Listed Vehicles, will typically require a minimum investment of $10,000,000. Where relevant, the Offering Documentation for each specific Fund contain detailed information concerning the relevant minimum initial and additional investment requirements. Certain Funds may waive or amend investment requirements, including the minimum investment amount, for certain investors. The Firm is not currently offering primary issuance in respect of the Listed Vehicles. For co-investment vehicles and separately managed accounts, the minimum level of investment is determined on a caseby-case basis.

Item 6: Performance-based fees and side-by-side management Conflicts of interest

Certain Funds are subject to a performance-based fee arrangements. In addition, certain personnel of the Firm may receive carried interest in respect of specific funds and co-investment vehicles. These arrangements are described more fully in the relevant Offering Documentation and are referred to herein as “incentive fee arrangements”. Incentive fee arrangements for separately managed accounts are negotiated on a case-by-case basis. The Firm is aware that such incentive fee arrangements may create an inducement for the Firm to make investments that may be riskier than those that would be made under a different fee arrangement. The Firm generally views incentive-based compensation (including house and staff co investment) as a way of aligning its interests with those of its Clients, but has adopted policies and procedures to mitigate potential conflicts in this area, including the processes around the allocation of investments between Clients with similar investment strategies. The Firm seeks to treat its Clients in a fair manner. IRCPL may simultaneously manage multiple Clients according to the same or a similar investment strategy. In these situations, investment decisions for each Client will be made independently and with reference to the Firm’s allocation procedures which take into account factors such as target performance, liquidation as well as the duration of the respective mandates. The Firm is aware that there may be Client restrictions which result in different portfolio compositions. As a result, although the Firm manages accounts with similar or substantially identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ between Clients.

Item 10: Other financial industry activities and affiliations Conflicts of interest

The Firm is not registered and does not anticipate on registering as a broker-dealer, futures commission merchant, commodity pool operator, commodity trading adviser, or as an associated person of the foregoing. IRCPL US, provides non-discretionary advisory services relating to assets based in North America and is separately registered with the SEC as an investment adviser. IRCPL US is not registered and does not anticipate registering as a broker-dealer, futures commission merchant, commodity pool operator, commodity trading adviser, or as an associated person of the foregoing. The Firm’s principal place of business is in London, UK and the Firm has opened a regulatory branch based in Miami, Florida. The Firm has affiliates which provide intragroup services to us in respect of infrastructure management activities. Such affiliates are subject to a global compliance program. Certain access persons of IRCPL US are registered with FINRA and supervised as registered representatives of Sun Life Institutional Distributors (U.S.) LLC (“SLID”), a registered broker-dealer and member of FINRA, through Sun Life Financials’ indirect 100% ownership of SLID through which IRCPL is under common ownership. SLID markets private funds and limited partnerships managed by Sun Life Financial affiliated investment advisers of IRCPL. SLID is an affiliate of IRCPL and IRCPL US. Additionally, Sun Life, the ultimate parent company of IRCPL, has a variety of subsidiaries that are companies under common control with the Firm. The following Sun Life subsidiaries are investment firms that form part of SLC Management which is the institutional alternatives and traditional asset management business of Sun Life:

Sun Life Capital Management is an SEC registered investment adviser. Sun Life Capital Management (Canada) Inc. is an investment adviser and broker-dealer. Sun Life Institutional Distributers is a registered broker-dealer with an executed agreement with IRCPL to distribute Funds. SLGI Asset Management Inc. is an investment adviser and broker-dealer. Advisers Asset Manager Inc. is dually registered as an SEC registered investment adviser and a registered brokerdealer. BentallGreenOak (U.S) Limited Partnership is an SEC registered investment adviser advising private funds and separate account clients on real estate investments. BGO US Real Estate LP is an SEC registered investment adviser advising on real estate. BGO Capital (Canada) Inc. is a Canadian broker-dealer. BentallGreenOak Strategic Capital Partners LLC is an SEC registered investment adviser advising on real estate. Also reference BentallGreenOak (U.S) Limited Partnership. BentallGreenOak Real Estate US LLC, a registered broker-dealer, distributes private funds on behalf of Bentall GreenOak registered investment advisers. BentallGreenOak (Canada) Limited Partnership is a Canadian real estate manager. Crescent Capital Group LP is an SEC registered investment adviser advising clients on private credit. Crescent Cap Advisors LLC is an SEC registered investment adviser advising clients on private credit.

Crescent Cap NT Advisors LLC is an SEC registered investment adviser advising clients on private credit. Crescent Capital BDC, Inc. is an SEC exempt reporting adviser and a closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act.

One or more affiliates of Sun Life have made a commitment to the Clients and have entered into side letters granting the Sun Life affiliates certain rights to which some or all of the other Limited Partners are not expected to be entitled. Sun Life’s economic interests in respect of incentive fee arrangements distributions may differ substantially from the interests of the other Limited Partners, and the Sun Life affiliates’ interests in their respective capacities as Limited Partners may at times conflict with certain of the Sun Life affiliates’ or Sun Life’s entitlements. IRCPL and its affiliates can also have interests in Clients which are structured as Funds. The Firm will disclose to a Client its involvement, or that of a related person, as principal, investment adviser, or investor in any affiliated pooled vehicle which it is recommending to that Client. The Firm and its investment advisory affiliates, other than InfraRed Capital Partners (US) LLC, operate independent investment advisory processes. However, circumstances may arise where the interests of IRCPL differ from those of an affiliate in relation to the same fund or investment. Where such differences occur and are within the Firm’s control, the Firm seeks to identify, manage and, where appropriate, resolve any resulting conflicts of interest in accordance with the process described below. In addition, there may be instances where IRCPL effects a cross transaction or deploys, or realises capital involving one or more affiliates. In such cases, the Firm manages and addresses any associated conflicts of interest in line with its policies and procedures, as outlined below. Portfolio Companies, Board Directors and Memberships Pursuant to the Firm’s investment strategy and in the best interests of the Clients, employees, and affiliates of IRCPL, by virtue of the governing agreements that are negotiated with portfolio companies at the time of investment, will serve as directors, officers, or members on the boards of the portfolio companies invested in by the Clients. While the interests of a Client as a shareholder in a portfolio company generally align with the interests of IRCPL and its affiliates, where employees serve as directors, officers, or members of the portfolio companies, it is possible that IRCPL’s employee’s fiduciary duties to the portfolio company and its shareholders may conflict with the interests of the Client. Serving in such a capacity, there may be a conflict of interest between IRCPL, its employees and its affiliates and the Clients. The Firm and its affiliates may provide services directly or indirectly to portfolio companies (or their service providers) of the Funds and accounts it manages and be paid for such services. From time to time there may be fee or service arrangements relating to portfolio companies that may arise that could cause potential conflicts if such arrangements are entered into between portfolio companies and the Firm or its affiliates. Mitigating and Resolving Conflicts of Interests Potential or actual conflicts of interest will be resolved by IRCPL on a case-by-case basis considering the bests interests of the Clients, investors, and other relevant parties and in accordance with the Firm’s global policies. Additionally, many conflicts of interests will be resolved in a manner that is consistent with relevant Offering Documentation. The Firm has developed policies and procedures to manage potential conflicts arising from employee activities, including acceptance and provision of gifts and entertainment, outside business activities and personal account trading. The Firm has controls in place around the hiring of service providers, including those that may be affiliates of IRCPL. Certain Funds may have established Limited Partner Advisory Committees (comprised of investor representatives) which will be required to approve decisions where material conflicts of interest may arise. The Advisory Committee does not participate in the management of a Client.

Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest

IRCPL seeks to uphold its fiduciary duty to the highest standards by putting its Clients’ interests at the forefront of all aspects of business. The Firm’s Code of Ethics (the “Code”) complies with SEC Rule 204A-1 under the Investment Advisers Act of 1940, as amended. The Code sets forth standards of business conduct for the Firm and its employees and is based on the principle that the Firm has a fiduciary duty to act in the best interests of its Clients. The Code requires reporting of personal trading accounts, including those accounts of certain family members, pre-clearance of certain securities (including private placements and IPOs) and certain restrictive policies placed on personal trading. The Firm’s Code requires all employees of IRCPL to attest and acknowledge that they have read and understood the Code and reaffirm such acknowledgment at least annually. Employees are prohibited from trading in their personal accounts or client accounts on the basis of material non-public information. Any matter which may involve material non-public information is required to be brought to the attention of the Compliance Team prior to any trading activity. The Firm maintains a “restricted list” that identifies any securities that cannot be purchased. A copy of the Code will be provided to any Client or prospective investor upon request by contacting compliance@ircp.com.

Item 12: Brokerage practices Conflicts of interest

The Firm’s investment strategy generally involves investing in unlisted securities which are bilaterally negotiated deals traded outside of an execution venue. A target acquisition price will be based on its due diligence process and negotiations directly with the target. Where the Firm trades on execution venues, for example in relation to currency derivatives, the Firm takes all sufficient steps to obtain the best possible result for its Clients. Key factors typically considered in order of importance will be price followed by the ability to fulfil and settle an order, in addition to any other execution factors. Prices are considered in light of overall market conditions and market commentary on FX rates and market movement indications provided by an external party engaged by the Firm. When transactions are time-sensitive or where price differentials are marginal, preference may be given to counterparties that are more likely to fulfil and settle a transaction. The Firm maintains a list of the counterparties upon which the Firm and/or its Clients places significant reliance for the execution of currency derivatives. Factors that affect the choice of counterparty include client specific restrictions (as applicable), execution and timely settlement, breadth of market coverage, financial strength and stability, clearing schemes and reputation. Use of soft dollars IRCPL does not have any soft dollar arrangements in place. Directed Brokerage The Firm generally manages the services provided to Clients on a discretionary basis, considering specific restrictions noted in the Offering Documentation. The Firm does not have any directed brokerage arrangements in place. Aggregation and Allocation IRCPL endeavours to act in a manner that it considers fair and reasonable in allocating investment opportunities among its Clients.

The Firm has an allocation procedure in place that sets out how investment opportunities should be allocated between Clients. If there is any dispute or a situation arises which is not covered below it will be referred to the Chief Compliance Officer.

Item 14: Client referrals and other compensation Conflicts of interest

The Firm and its affiliates may provide certain business or consulting services to companies in Client portfolios. The Firm has arrangements where it has entered into written solicitation arrangements, with affiliated and unaffiliated solicitors, in accordance with applicable laws. Under these arrangements, the Firm or an affiliate provides the solicitors with compensation for the successful introduction of an investor for the Funds. Solicitation arrangements will not affect the fees paid by the Clients. A number of these relationships are no longer considered active as the Clients are closed to new investment, although there are legacy arrangements whereby the third party will continue to be compensated for an investor introduction.

Item 9: Disciplinary information

The Firm has no legal or disciplinary events to report that would impact the evaluation by a Client, prospective Client, or investor, of the Firm’s business or the integrity of its management.

Item 13: Review of accounts

Governance and oversight of Client portfolios is undertaken by the relevant Investment Committee and asset-level risk reviews are taken on an, at least, quarterly basis. Investors in the Listed Vehicles receive reporting as required by the UK Listing Rules. Quarterly Board reporting is undertaken, with quarterly factsheets provided to shareholders, in addition to provide semi-annual and annual financial statements provided to shareholders. For other Funds and co-investments investors will usually receive quarterly written reports about their portfolio as well as annual audited financial statements.

Item 15: Custody

IRCPL is considered to be in scope of the Custody Rule. For Clients in scope, they are subject to an annual audit by an independent accountant, and the audited financial statements are distributed to each fund investor within 120 days of the fund’s fiscal year end.

Item 16: Investment discretion

IRCPL generally has discretionary authority over investing in assets on behalf of its Clients. IRCPL typically has the authority to determine, without obtaining specific consent, the assets to be bought or sold, and as a general policy, IRCPL does not allow investors to place limitations on this authority the amount of the securities to be bought or sold. The Firm may enter into side letters whereby the terms applicable to a fund are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. IRCPL exercises its discretionary authority in accordance with the investment objectives and strategies described in the relevant Offering Documentation.

Item 17: Voting client securities

The Clients primarily invest in private companies and such companies frequently do not have traditional shareholder voting rights which are generally exercised through proxies. Therefore, the Firm is not generally called upon to participate in proxy voting. Where proxy voting will be required, the Firm will adhere to its fiduciary responsibility and look to vote in the best interest of its Clients. With respect to equity securities held in both private and public companies, IRCPL generally votes in favour of proposals supported by and against proposals opposed by any member of the Board that was nominated or designated by the IRCPL or one of its affiliates, if there is such a director, unless IRCPL believes that the particular rights of the Client clearly would be better served by voting differently. In cases in which IRCPL does not have a nominated or designated member of the Board, IRCPL will make its determination on a case-by-case basis in a manner intended to promote the Client’s investment objective. In cases where IRCPL identifies a potential conflict of interest, an independent body will determine how to vote the proxy. Any such vote must be considered in the best interest of the Client. In making a proxy determination, the independent board or committee will take reasonable steps to insulate the voting determination from material conflict. In such cases, documentation of the conflict and the factors considered when voting are documented. For further information on proxy voting please contact compliance@ircp.com.

Item 18: Financial information

The Firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding.

Subsidiaries and ownership

Also consolidated

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record.

Timeline

  1. May 2, 1997Founded INFRARED CAPITAL PARTNERS LIMITED is founded1