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First Sentier Investors: investment adviser
First Sentier Investors (Australia) Re Ltd, doing business as First Sentier Investors, is an investment adviser registered with the SEC (file 801-108196, CRD 175193). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $6.8B
- Discretionary
- 100%
- Accounts
- 25
- Employees
- 55
- In advisory roles
- 30
- Disclosures
- 0
SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 19 | $5.8B | 84.3% |
| Pension and profit-sharing plans | 3 | $623.1M | 9.1% |
| Insurance companies | 1 | $19.8M | 0.3% |
| Sovereign wealth funds | 1 | $370.9M | 5.4% |
| Corporations | 1 | $54.9M | 0.8% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio 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)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| First Sentier Group Limited | Company (outside the U.S.) | Beneficial owner | E 75% or more | Aug 2019 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Mitsubishi UFJ Financial Group, | Mitsubishi UFJ Trust Corporation | Company (outside the U.S.) | E 75% or more | Yes | Yes |
| Mitsubishi UFJ Trust and | First Sentier Group | Company (outside the U.S.) | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
First Sentier Investors (Australia) Re Ltd Part 2A March 2022 - Igneo, filed Mar 30, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
First Sentier Investors (Australia) RE Ltd (“FSI ARE”) (ABN 13 006 464 428) is part of the First Sentier Group, a global asset management business. FSI ARE is a wholly owned subsidiary of First Sentier Group Limited (“FSGL”), which is a wholly owned subsidiary of Mitsubishi UFJ Trust and Banking Corporation (“MUTB”). MUTB is a wholly owned subsidiary of Mitsubishi UFJ Financial Group, Inc. (“MUFG”). As such, FSI ARE is ultimately 100% owned by MUFG. The First Sentier Group had US$137.3bn assets under management (“AUM”) as at 31 December 2025 and 286 investment focussed employees located in offices in Sydney, New York, London, Edinburgh, Dublin, Paris, Singapore, Frankfurt, Tokyo and Hong Kong.
Read the rest of Item 4 (257 more words)
In Australia, FSI ARE is the holder of an Australian Financial Services Licence (AFSL 240550) issued by the Australian Securities and Investments Commission. FSI ARE provides investment management services to institutional clients through a separate account based on customized investment objectives or guidelines, time horizons, risk tolerances and limitations of such clients. FSI ARE tailor the fees charged to clients and the type of reporting they receive. FSI ARE is the investment adviser to investment vehicles with U.S. and non-U.S. institutional investors which are offered in the US (“Private Funds”). FSI ARE does not anticipate registering such investment vehicles under the U.S. Investment Company Act of 1940 and their shares or interests, as applicable, will not be registered under the U.S. Securities Act of 1933. Accordingly, no Private Funds will be publicly offered in the United States. For completeness, please note that the ADV Part 1 application and the below asset under management figures refer to the capabilities of FSI ARE as a whole (i.e. not only Private Funds), and the supporting facts and figures reflect this. FSI ARE does participate in wrap fee programs in Australia that are not available for investment by US persons. As of 31 December 2025, FSI ARE assets under management were as follows: Discretionary:
US$ 6,826,532,723
Non-Discretionary:
Nil
Total:
US$ 6,826,532,723
This includes assets where we have sub-delegated discretion to an affiliate and assets where an affiliated manager has delegated authority to FSI ARE. Therefore, certain of the assets will also be included in the AUM reported by our affiliated managers.
Item 5. Fees and compensation
Segregated accounts Fees and compensation will be negotiated on a case-by-case basis with our clients. We will either charge a management fee based on a percentage of assets under management or clients may choose to pay a fee with an element of percentage of assets under management and an element of performance based advisory fee. Clients pay management fees monthly or quarterly in arrears (in accordance with the terms set out in the client agreement) and performance-based fees are calculated in accordance with the agreed formula and paid quarterly or annually in arrears (in accordance with the terms of the client agreement).
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Read the rest of Item 5 (269 more words)
FSI ARE will normally invoice clients directly for the fees they have incurred. FSI ARE will not deduct fees directly from client accounts unless clients have explicitly instructed us to do so. This will be done after the client’s receipt and review of the invoice or fee calculation. In addition to FSI ARE’s management fee, clients will incur other fees and expenses charged by third parties in relation to their accounts which include, but are not limited to, valuation and audit fees, custody fees, brokerage, foreign exchanges fees and other transaction costs.
Private Funds For management of the Private Funds, FSI ARE will receive a management fee as a percentage of assets under management paid quarterly in arrears. FSI ARE will also be entitled to a performance fee on the terms described in the constituent documents of the fund and the private placement memorandum. FSI ARE will pay out of the assets of the Private Fund (and accordingly, the investors will bear) all of the ordinary and extraordinary expenses, which include, but are not limited to:
Expenses associated with the holding of existing Investments, for example valuation fees;
Expenses associated with the acquisition or disposal of investments, for example due diligence costs;
Administrative costs, for example registry and custodial charges;
Costs incurred in obtaining financial accommodation for the Private Fund;
Interest charges on financial accommodation;
Costs incurred in connection with professional consultants or advisors (e.g. legal, tax, accounting, audit or valuation) whether or not members of MUFG;
Communication and reporting expenses (including costs incurred to convene meetings, etc.); and
Other costs including bank fees and printing and postage costs.
Item 6. Performance-based fees and side-by-side management
Performance Fees As described in the Fees and Compensation section, clients that invest through a segregated account can choose a fee containing an element of a performance based advisory fee. With respect to the Private Funds, FSI ARE, or its Affiliate, will share a proportion of the Private Fund’s investment outperformance over an agreed hurdle rate.
Item 7. Types of clients
FSI ARE provides investment management services to institutional investors, including:
Pension plans;
Insurance companies;
Corporations or other businesses; and
Sovereign wealth funds.
FSI ARE will require a minimum account size of $50 million for a separate account. Clients are generally ‘qualified purchasers’ as defined in section 2(a)(51)(A) of the Investment Company Act of 1940.
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Item 8. Methods of analysis, investment strategies and risk of loss
Loss Methods of Analysis – Unlisted Infrastructure Assets The First Sentier Group has a 25 plus year history of managing infrastructure investments in a variety of sectors and through all stages of an economic cycle and an asset lifecycle. Each investment opportunity will be analyzed with respect to key investment criteria, including:
Portfolio suitability (sector, country, etc);
Country, legal and political risk;
Industry/regulatory environment;
Environmental and social and governance issues;
Competitive position; and
Expected return/risk.
Read the rest of Item 8 (1,676 more words)
Based on this preliminary investment review, a presentation will be made to the Investment Committee and a decision will be made on whether to progress the opportunity to the due diligence phase. The objective of the due diligence phase is to undertake a detailed assessment of the investment opportunity in order to understand the overall risk and return profile of the investment and its suitability for the client and to develop a strategy to minimise execution risk and improve the probability of securing the investment on attractive terms. The due diligence process typically involves:
Appointing appropriate due diligence advisors to undertake independent assessments of financial and operating information. A concerted effort is made to appoint advisors in a timely manner, so as to ensure the best possible advisory team can be retained for the transaction;
Developing a detailed understanding of both the asset profile and investment profile;
Meeting with existing management teams and current owners of the asset if possible;
Identifying quantifiable and non‑quantifiable risk factors and mitigants;
Identifying growth potential and any other opportunities to optimise the asset profile and investment profile;
Developing a financial model with long‑term cash flow projections to support an investment case and stress test the investment profile.
The due diligence process involves developing a detailed understanding of the impact of multiple factors relating to the investment opportunity including macro factors (such as industry/sector specific variables, country and political risk and general market condition) and micro factors (including strength of management team, competitive position with industry, cost and capital structures and demand).
Investment Strategies Our investment strategy is designed in order:
To create a diversified infrastructure portfolio capable of generating attractive risk-adjusted returns over a long-term horizon, and
To leverage the deep skillset, 25+ years of investment experience and substantial resources of the Investment Team in order to procure and actively manage quality assets to enhance the Private Funds’ investment performance.
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The pillars of the investment strategy are:
Long term investment horizon – a strategic focus on mature assets offering sustainable income generation in OECD countries;
Core and Core+ infrastructure opportunities – the Private Funds aim to avoid style drift into peripheral infrastructure or emerging markets;
Mid-market deals, typically focusing on seeking high-value opportunities; and
Active asset management –seeking lead or co-lead positions which offer greater control and influence over asset management activities, supporting development and implementation of strategic goals, and championing responsible investment and the adoption of relevant United Nations’ Sustainable Development Goals across all stages of the investment lifecycle.
The target sectors include (but are not limited to) gas, water and electricity networks, oil, gas and chemical storage facilities, airports, ports, rail, toll roads, transport services, renewables, waste, and fixed telecommunications infrastructure. The Private Funds seeks to invest in established and operating businesses, and seek to manage exposure to material revenue, operating and construction risks.
Risk Factors Cybersecurity Risk There is a risk of fraud, data loss, business disruption or damage to the information of the Fund or to investors’ personal information as a result of a threat or failure to protect the information or personal data stored within the IT systems and networks of the Trustee/GP, Managers or other service providers. Demand Risk and Usage Charges The level of demand, usage or patronage for the service or commodity provided by an infrastructure Investment of the Private Fund may fall below expectations and adversely affect the performance of the Private Fund. Economic Conditions and Business Risk Changes in economic conditions, including, for example, interest rates, foreign exchange rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, changes in tax laws and regulations and emerging environmental factors such as changing climate conditions can affect substantially and adversely the business and prospects of the investments. None of these conditions are within the control of FSI ARE and no assurances can be given that FSI ARE will anticipate such developments. The investments consist primarily of securities issued by entities which are privately owned. Operating results of such entities will be difficult to predict. Such Investments are subject to a high degree of business and financial risks that can result in substantial losses. This includes risks associated with the emergence or development of competitors for services offered by the Private Funds’ assets, and due to adverse changes in macro-economic and environmental conditions. Force Majeure Risk Force majeure is the term generally used to refer to an event beyond the control of any party, including acts of God, fires, floods, earthquakes, wars, strikes and acts of terrorism. Some force majeure risks are uninsurable and, if such events occur, they may have adverse effects on the Fund or the Investments. General Investment Risk
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Direct investment in infrastructure is speculative and involves substantial risk, including the risk of loss of an investor’s entire investment. The Private Funds are subject to those market risks common to investing in all types of financial instruments. In addition, infrastructure investments are subject to some of the following material risks. Litigation Risk If any of the Private Fund’s portfolio investments become involved in material or protracted litigation, the litigation expenses and the liability threatened or imposed could have a material adverse effect on the Private Fund. Liquidity Risk The investments of the Private Funds into unlisted infrastructure assets are highly illiquid and difficult to realise. There is no obligation to permit redemption of an Investor’s interest in the Private Funds if requested, and the Private Funds may not have sufficient available cash to fund the redemption when requested. The Private Funds will be under no obligation to make such cash available through the sale of assets, borrowings or otherwise to provide liquidity for Investors. Management Risk The investment strategies, techniques and risk analyses employed, while designed to enhance returns, may not produce the desired results. The assessment of a particular security or assessment of market, interest rate or other trends could be incorrect, which can result in losses. Market Risk Investment returns are influenced by the performance of the market as a whole. This means that the investments can be affected by things like changes in interest rates, investor sentiment and global events, depending on which markets or asset classes our clients invest in. Non-Diversification Risk Non-diversification of investments means a portfolio may invest a large percentage of its assets in securities represented by a small number of issuers. As a result, the portfolio’s performance may depend on the performance of a small number of issuers. Operational Risk The risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. Adverse impacts may arise internally through human error, technology or infrastructure changes, or through external events such as third party failures or crisis events. There is also exposure to the operational risk of the underlying business of each investment. Specialised skills are required to run an infrastructure business successfully. An inefficient or failed operation may adversely affect the profitability of the underlying business leading to a lower performance on the investment. This includes workplace health and safety related risks of the underlying business of each investment, being the risk of possible harm to individuals when exposed to a hazard. Personnel Risks The performance of a security which derives income from infrastructure assets may be impacted by the loss of key asset management personnel. We seek to minimise personnel risks by allocating significant resources to the investments. Remuneration is competitive and directly linked to the performance of the investment. Teams are mandated to grow funds under management and are backed by internal resources, including product development, information technology, trading and distribution.
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Potential Environmental Risk The portfolio may hold securities in an issuer who may be liable for the costs of removal or remediation of hazardous or toxic substances. The costs of any required remediation or removal of such substances may be substantial. The presence of such substances, or the failure to remediate such substances properly and any regulatory penalties may adversely impact the value of the securities causing a loss. Regulatory, Political and Social Risk Investments may be made in assets that are subject to industry-specific regulation including price and environmental regulation. An underlying asset may breach the regulatory regime it is subject to. There is also the risk that changes to existing laws or the introduction of new legislation may adversely affect the value of investments. In addition, the operations of Investments may rely on government permits, licences, concessions, leases or contracts. With any Investment, there exists the risk of adverse political, legal and tax developments, including nationalisation, termination or non-payment of concessions, confiscation without fair compensation, windfall profit tax, or war. Furthermore, any restriction imposed to prevent capital flight may make it difficult or impossible to exchange or repatriate currency. Reputation and Environmental Risk Reputation risk arises from the public’s adverse perception of the performance of an asset. This may involve issues such as impacts on public health or safety, environmental damage or social justice, for example. The broader issue associated with reputation risk is that once a particular asset is tainted in the public eye, this brand damage may extend across the portfolio of assets within a Private Fund or separate account. Valuation and Reporting Risk The information and valuation data provided by the independent valuer may not always be provided in a timely manner and may contain valuation errors. In such a case, adjustments may be made in good faith to account for relevant factors should the information from the independent valuer be delivered late or be obviously incomplete or inaccurate. As a result, such indicative NAV may not be accurate and may be revised on a subsequent valuation date. There can be no assurance that the Investment values that factor into the calculation of the NAV from time to time will ultimately be realised and the NAV of the Private Fund may be adversely affected if the values of Investments that the Private Fund records are materially higher than the values that are ultimately realised upon disposal.
Item 9. Disciplinary information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of our company or the integrity of our management. At the present time, FSI ARE does not have any material legal, financial or other disciplinary items to report.
Item 10. Other financial industry activities and affiliations
FSI ARE is wholly owned by FSGL which is owned by MUTB. MUTB is one of Japan’s leading asset managers and is a wholly owned subsidiary of MUFG, a global financial group. In some cases, FSI ARE may have business arrangements with related persons/companies or with their clients. In some cases, these business arrangements create potential conflicts of interest or the appearance of a conflict of interest between FSI ARE
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and a client. Recognized conflicts of interest are discussed in Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading) of this Brochure.
Read the rest of Item 10 (589 more words)
Affiliated Broker Dealers FSI ARE is associated with several broker dealers: MUFG Securities Americas Inc., Intrepid Investment Bankers LLC, and Mitsubishi UFJ Securities Holdings Co., Ltd (and its subsidiaries). As appropriate and in accordance with regulation and client agreements, FSI ARE will on an arm’s length basis, utilize the services of the affiliated broker dealers. FSI ARE will execute client transactions only when consistent with its duty to place the interests of clients first and to seek best execution. To date, FSI ARE has not dealt in publicly traded securities and does not expect to utilize the above associated broker dealers in the foreseeable future.
Affiliated Investment Advisers First Sentier Infrastructure Managers (International) Limited (“FSI MIL”) is an SEC registered investment adviser and is an affiliate of FSI ARE. FSI MIL is ultimately 100% owned by MUTB. FSI MIL provides discretionary investment management services to Private Funds and FSI MIL has appointed one or more First Sentier Group affiliates as sub-adviser. First Sentier Investors (Australia) Infrastructure Managers Pty Ltd (“FSI AIMP”) is an SEC registered investment adviser and is an associate of FSI ARE. FSI AIMP is ultimately 100% owned by MUTB. FSI AIMP provides discretionary investment management services to Private Funds. FSI AIMP has appointed one or more First Sentier Group affiliates as sub-adviser. First Sentier Investors (Australia) IM Ltd (“FSI AIM”) is an Australian financial services licence holder, regulated by the Australian Securities and Investments Commission. It is also an SEC registered investment adviser and is an affiliate of FSI ARE. FSI AIM is ultimately 100% owned by MUTB. FSI AIM is an investment advisory firm providing discretionary investment management services to institutional clients and funds. First Sentier Investors (Ireland) Limited was incorporated in 2018 and is ultimately 100% owned by MUTB. First Sentier Investors (Ireland) Limited is regulated by the Central Bank of Ireland. It is acting as the Management Company to alternative investment funds and UCITs (Undertakings for Collective Investment in Transferable Securities) for both US and non-US clients. It is a SEC registered investment adviser. First Sentier Investors (US) LLC (“FSI US”) is an SEC registered investment adviser and is an affiliate of FSI ARE. FSI US was established in 2014 and is ultimately 100% owned by MUFG. FSI US provides discretionary management services to institutional clients and funds. Employees of FSI US provide U.S. marketing and solicitation services for the advisory services of FSI ARE. First Sentier Investors (Australia) Infrastructure Holdings Ltd (“FSI AIH”) is an affiliate of FSI ARE. FSI AIH was established in 1999 and is ultimately 100% owned by MUTB. FSI AIH is not registered with the SEC, relying on SEC guidance provided in the Unibanco letters. FSI AIH provides discretionary investment management services to Private Funds and FSI AIH has appointed FSI US as sub-adviser. First Sentier Investors (Australia) ADIF Management Pty Ltd (“FSI AAMPL”) is an affiliate of FSI ARE. FSI AAMPL was established in 2025 and is ultimately 100% owned by MUTB. FSI AAMPL and does not provide services to any US clients. FSI AAMPL provides discretionary investment management services to Private Funds. FSI ARE is a sub-adviser for accounts or clients for which one or more First Sentier Group affiliates serve as investment manager or investment adviser and FSI ARE has appointed one or more First Sentier Group affiliates as sub-adviser. FSI ARE also provides and receives services in the areas of legal and compliance,
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risk management, human resources, finance, information technology, trade support, back and middle office support, and sales and marketing.
Item 11. Code of ethics, participation in client transactions and personal trading
Transactions and Personal Trading FSI ARE has adopted a Code of Ethics (“the Code”) which sets out the expectations of each Supervised Person in their day to day operations and interactions with all stakeholders. The Code requires all Supervised Persons to:
Serve the best interests of clients at all times;
Be honest and ethical in their activities;
Comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations;
Treat the affairs of First Sentier Group, its clients and employees with absolute confidentiality;
Affirmatively exercise authority and responsibility for the benefit of clients and may not participate in any activities that may conflict with the interest of clients except in accordance with the Code; and
Safeguard any material non-public information relating to securities recommendations, fund and client holdings.
Read the rest of Item 11 (1,154 more words)
All Supervised Persons have received a copy of the Code and are required on an annual basis to confirm that they have read and understood the content. You can request a copy of our Code of Ethics by emailing AUenquiries@firstsentier.com. Definitions: Supervised Person: is any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser. Access Person: is a Supervised Person who has access to non-public information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. Related Person/s: any other person or entity whose investment decision making is influenced by a Supervised Person and if the person is an Access Person, this also includes to a spouse or domestic partner, child or any adult family member living in the same household as the Access Person. The Code also outlines the requirements, and where relevant references policies to ensure the standards detailed above are adhered to and include: Protection of Non-Public Information It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Supervised Persons are responsible for safeguarding non-public information relating to securities recommendations, fund and client holdings. As such, Supervised Persons must not trade based on FSI ARE’s confidential and proprietary investment information or on the non-public information of other companies that may be in its possession. Other types of information (e.g., marketing plans, employment issues, client identities, etc.) may also be confidential and should not be shared with individuals outside FSI ARE (except those retained to provide services for FSI ARE). Personal Securities Trading Page | 12
FSI ARE’s directors, officers, and employees, including Access Persons and their Related Persons buy, sell, and hold for their own and their family members’ accounts public securities, private securities, and other investments in which such FSI ARE personnel have a pecuniary interest. Such investments may also be bought, sold, or held for clients or through accounts (or investments in funds) managed by FSI ARE or otherwise. As a result of differing trading and investment strategies or constraints, positions taken by FSI ARE directors, officers, and employees can be the same as or different from, or made contemporaneously or at different times than, positions taken for clients. As these situations involve potential conflicts of interest, FSI ARE has adopted policies and procedures relating to personal securities transactions, insider trading and other ethical considerations, including the Global Personal Dealing Policy in accordance with Rule 204A-1 under the Advisers Act. These policies and procedures are intended to identify and prevent actual conflicts of interest with clients and to resolve such conflicts appropriately if they do occur. The Global Personal Dealing Policy as summarised in the Code governs personal trading by all employees (including Access Persons) and their Related Persons. Employees are permitted to maintain personal securities accounts provided that such accounts are disclosed to FSI ARE and that any personal trading is consistent with the Global Personal Dealing Policy, the Code of Ethics and applicable law. In summary the requirements that apply to employees, including Access Persons and their Related Persons are:
Initial and annual, reports of securities and holdings must be submitted.
Initial and changes to the broker, dealer or bank accounts in which any securities are held must be submitted.
Transactions in listed securities, including highly concentrated ETFs, require pre-approval and are subject to a minimum holding period of 120 days. In some regions securities may be sold inside the minimum holding period where the employee has suffered a minimum 20% loss as evidenced on the employee’s broker statement and Compliance has pre-cleared the trade.
Imposes “blackout” periods on all employees prohibiting transactions in certain securities during time periods surrounding transactions in the same securities or related securities by client accounts.
Not submit more than 20 pre-clearance approval requests per calendar quarter.
Employees located in the US are prohibited from purchasing initial public offerings (IPOs).
Access Persons located jurisdictions outside of the US are prohibited from participating in IPOs that will be listed on a US exchange.
Access Persons must obtain approval before acquiring a beneficial ownership on a limited offering or private placement.
Investment team employees in Unlisted Infrastructure and their related persons cannot invest in any security issued by a company in which the Unlisted Infrastructure team is currently undertaking analysis (or it is known at a point in the future that analysis will be undertaken), with a view to acquiring the company, or assets of the company (refer to Conflict of Interest below on the segregation of investment teams).
Gifts and Gratuities The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships; not to gain unfair advantage with clients or vendors. When offering or accepting gifts and/ or entertainment the following principles apply:
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(i)
FSI ARE does not engage in bribery or corrupt activities;
(ii)
FSI ARE is responsible for identifying and managing any conflict of interest;
(iii) Gifts must not be solicited and all gifts offered and accepted must be reasonable and proportionate; and (iv) If there is any doubt about appropriateness of a gift to offer or accept, it should not be made or the gift politely declined. Conflicts of Interest In the discharge of its fiduciary duties FSI ARE has in place policies and procedures to manage actual perceived or potential conflicts of interest. In summary this involves:
Avoiding it, where the conflict cannot be satisfactorily managed, for whatever reason, through controls and disclosure, or
Controlling it, through the operation of controls, or
Disclosing it. For the disclosure to be effective, it must be complete providing sufficient detail for the client to decide how the conflict impacts service to them and it must be timely, prominent and meaningful.
FSI ARE from time to time does invest in the same securities that its affiliates invest in. Portfolio management and security recommendations are undertaken at an investment strategy level and each investment team managing these strategies is organised separately. Information barriers and other controls (such as restricting access to each other’s investment management systems and research files) exist between investment teams to manage any potential conflicts that may arise. Outside business interests FSI ARE’s fiduciary duties to clients dictate that FSI ARE and its Supervised Persons devote their professional attention to client interests above their own and those of other organizations. Where there is a potential or perceived conflict, permission must be obtained through management and the Compliance team prior to engaging in any outside business activity. FSI ARE can deny approval where the perceived conflict of interest cannot be managed effectively.
Item 12. Brokerage practices
Typically, FSI ARE transactions do not involve the use of a financial intermediary such as a broker-dealer in relation to unlisted infrastructure transactions, because they are made on a negotiated basis. Investment allocation FSI ARE seeks to allocate investments in a manner that is consistent with its duty to: (1) treat all clients fairly and equitably over time; and (2) not to systematically advantage or disadvantage any single client or group of clients. FSI ARE and its affiliates has adopted an allocation protocol which governs the way in which investment opportunities are allocated between Private Funds and separate mandates.
Read the rest of Item 12 (46 more words)
Although allocating orders among FSI ARE clients creates potential conflicts of interest because FSI ARE could receive greater fees or overall compensation from some clients than received from other clients, allocation decisions will not be made based on such greater fees or compensation.
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Item 13. Review of accounts
FSI ARE regularly reviews client accounts. The frequency of that review is determined by the requirements of the client and the nature of the mandate and includes periodic reviews of performance, investment activity and outlook. Normally these reviews would be carried out by the named portfolio managers, other qualified members of the investment team, together with the relationship manager, or in some cases, by the relationship manager directly. The named portfolio manager or senior member of the investment team and the primary relationship manager will normally discuss with the client on at least an annual basis.
Read the rest of Item 13 (106 more words)
Periodic written data, including valuations and transaction information, will be provided on a quarterly (or as otherwise agreed) basis and may be supplied to the client or the client’s custodian for accounting or reconciliation purposes. In addition, clients will receive quarterly reports, either following a standard template, or tailored to suit the individual client or mandate requirements. FSI ARE regularly reviews performance, counterparty risk and associated issues, breaches of investment guidelines and any general dealing or operational factors which affect the Private Funds. In the event of a major market dislocation, or similar event, client accounts would be reviewed and appropriate action and communication undertaken promptly.
Item 14. Client referrals and other compensation
FSI ARE does not enter into agreements with unaffiliated third parties for the referral of new clients in the US. FSI ARE does not receive any economic benefit from anyone who is not a client for providing investment advice.
Item 15. Custody
FSI ARE generally does not maintain custody of the assets of our clients with separately managed accounts or for Private Funds, however, self-custody is performed in limited circumstances. Instructions to facilitate portfolio management trading, payment of fees and any related issues are generally instructed through the client’s or Private Fund’s custodian. All clients should receive account statements directly from the banks, trustees, or other qualified custodians with whom they have accounts. FSI ARE strongly urges all clients to compare the reports they receive from FSI ARE to the statements they receive from their broker-dealers, banks, trustees or custodians. Any issues or discrepancies should be communicated to FSI ARE promptly for investigation.
Item 16. Investment discretion
FSI ARE will accept discretionary authority to manage accounts on behalf of clients, including private funds, through the negotiation, agreement and execution of an Investment Management Agreement (“IMA”) which sets out the investment objectives of the client and any limits that the client may wish to impose on the discretionary authority. For instance, clients may restrict the type of asset that may be included in the portfolio, or place limits on borrowing or limit investment in particular assets. Each Investment Management Agreement will contain specific provisions that both parties, and in some cases, multiple parties, will agree to.
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Item 17. Voting client securities
Voting rights in infrastructure assets are managed through equity holders’ agreements applying to the securities held in special purpose vehicles established to hold the relevant infrastructure assets. The investment adviser will, to the extent of its delegated authority under the relevant IMA or governing document of the Private Fund, exercise the client’s voting rights under the relevant equity holder’s agreement.
Item 18. Financial information
FSI ARE does not require prepayment of any advisory fees. Presently, FSI ARE has no financial commitments or obligations that would interfere with its obligations to its clients. FSI ARE has never filed for bankruptcy protection.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.