A. Describe your advisory firm, including how long you have been in business.
Identify your principal owner(s).
Foresight, is an infrastructure and private equity investment management firm based in London,
United Kingdom. Established in 1984, Foresight’s two main operating strategies are
Infrastructure asset management, which is focused on renewable energy and
infrastructure sectors, and Private Equity, which focuses on private equity, venture and
growth capital investment principally in the UK to small and medium sized enterprises in
the consumer & leisure, industrial & manufacturing, TMT, healthcare and business
services sectors. Foresight and its affiliates provide discretionary investment advisory services to
their clients, which consist of private investment funds and institutional investors.
Foresight serves as investment adviser for, and provides discretionary investment advisory
services to, (i) pooled investment vehicles operating as private investment funds, including
open-ended funds, closed-ended funds, and funds in which affiliates or employees of
Foresight invest alongside such other private investment funds and (ii) investment funds
registered or authorized in foreign jurisdictions for retail investors on a wholesale basis2
(collectively, the “Funds”). In addition, Foresight provides non-discretionary investment
advisory services to individually managed accounts (the “Managed Accounts”) for institutional
investors. Foresight generally serves as investment manager for Managed Accounts or
arrangements formed to offer investment solutions for institutional investors. The Funds and
the third-party investors in or owners of the Managed Accounts shall be referred to herein as
the “Clients”. For the avoidance of doubt, in the United States, Foresight only provides advisory
services to “qualifying private funds” (as that term is defined in Section 203(m) of the
Investment Advisers Act of 1940 (the “Advisers Act”) and managed accounts for qualified
clients (as that term is defined in Rule 205(a)(1) of the Advisers Act).
Foresight is 100% owned by Foresight Holdco 2 Limited, an English limited company, which is 100%
owned by Foresight Group CI Limited, a Guernsey-based limited company. Foresight Group
CI Limited is 100% owned by Foresight Group Holdings Limited, a Guernsey-based limited
company. Foresight Group Holdings Limited is listed on the London Stock Exchange and its
largest shareholder is Beau Port Investments Limited, a Guernsey-based limited company
holding 27.8%% of its shares, of which Bernard Fairman is the beneficial owner. No other
shareholder holds more than 10% holdings in Foresight Group Holdings Limited. For more
information on the ownership information of Foresight, please see Foresight’s Form ADV Part 1,
Schedule A and B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning,
quantitative analysis, or market timing, explain the nature of that service in greater
detail. If you provide investment advice only with respect to limited types of
2 See Item 7, below.
investments, explain the type of investment advice you offer, and disclose that your
advice is limited to those types of investments.
Foresight operates two lines of business – private markets and public markets. Foresight’s
private markets business provides discretionary and non-discretionary investment advisory
services with respect to investments in private companies (“private equity”) and infrastructure
investments to Clients. Foresight’s investment advisory services to Clients consists of
identifying and evaluating investment opportunities, recommending and negotiating the terms
of purchase and sale of private equity and infrastructure investments. Investments are made
globally.
Foresight’s public markets business consists of providing discretionary
investment advice to
Clients related to investments in securities of public traded infrastructure and real assets
companies.
C. Explain whether (and, if so, how) you tailor your advisory services to the
individual needs of clients. Explain whether clients may impose restrictions on
investing in certain securities or types of securities.
Investment objectives for all Clients are described in the private placement memorandum,
limited partnership agreement, investment management/ advisory agreement, operating
agreement, subscription agreement, side letter agreements and other governing documents
(collectively, “Governing Documents”).
Foresight allows Managed Account Clients to customize their investments, upon their request, by
imposing reasonable investment restrictions on certain industries or sectors. In these
cases, the Client will provide Foresight with written instructions. These requests are typically
received at account inception and memorialized in the negotiated investment advisory
agreement. Relationships with Managed Account Clients are on an advisory basis only
whereby all investment decisions are made by the Client itself.
Foresight does not tailor its advisory services to the individual needs of investors in Funds.
Foresight’s investment advice and authority for each Fund is tailored to the investment
objectives of that Fund. Investors in Funds participate in the overall investment program for
the applicable partnership and cannot be excused from a particular investment except where
it is permitted by and pursuant to the terms of the Governing Documents. Fund investors
cannot impose restrictions on the investments made by Foresight on behalf of a Fund. In
very limited circumstances, Foresight will permit Fund investors the ability to “opt out” of
certain Fund investments.
Foresight may enter into side letters or similar agreements with certain investors for
example investors who make substantial commitments of capital or who were early-stage
investors in Funds, or for other reasons in the sole discretion of Foresight. Side letters may
be entered into if the governing documents permit and have the effect of establishing rights
under, or altering or supplementing, a Fund’s partnership agreement. Side letters are
negotiated at the time of the relevant investor’s capital commitment, and once invested in a
Fund, investors generally cannot impose additional investment guidelines or restrictions on
such Fund. Such rights may include co-investment preferences, certain fee arrangements,
notification provisions, reporting requirements and “most favored nations” provisions, among
others. To ensure the fair treatment of investors within each Fund, the governing
documents of the Fund generally have a most favoured nation clause such that investors
within the same fund should be entitled to at least as favourable terms as other investors.
D. If you participate in wrap fee programs by providing portfolio management
services, (1) describe the differences, if any, between how you manage wrap fee
accounts and how youmanage other accounts, and (2) explain that you receive a
portion of the wrap fee for your services.
Foresight does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage
on a discretionary basis and the amount of client assets you manage on a non-
discretionary basis.Disclose the date “as of” which you calculated the amounts.
As of September 30 2022, the Firm managed approximately US$ 8,168,577,651 in regulatory assets
under management, where US$ 5,672,837,055.78
are managed on a discretionary basis and US$ 2,495,740,595.26 on a non-discretionary basis. The Cromwell
Foresight Global Sustainable Infrastructure Fund, which was launched on 31 January 2023, had seed money of
US$50,000,000. Added to the September 30 2022 figures, the RAUM of the Firm is US$8,218,577,651.