Advisory Firm
The Registrant was incorporated in Delaware in September 2011. The Registrant is a wholly-owned subsidiary of
OMERS Infrastructure Management Inc. (“Infrastructure Canada”). Infrastructure Canada is a wholly-owned
subsidiary of OMERS Capital Corporation, which is wholly-owned by BPC Properties Ltd. OMERS Administration
Corporation (“AC”) owns 100% of the economic interest (through participating shares) and 30% of the voting equity of
BPC Properties Ltd. The remaining 70% of the voting equity is held by BPC Real Estate Holdings Trust, which has a
trustee that is unrelated to BPC Properties Ltd. AC has call rights over such voting shares held by BPC Real Estate
Holdings Trust. The ownership structure of Infrastructure Canada (i.e., with AC owning 100% of the economic interest
and 30% of the voting equity in BPC Properties Ltd. with call rights over 70% of the remaining voting equity) is designed
to comply with certain pension laws in Ontario, Canada. AC is the administrator of the OMERS primary pension plan
(a large Canadian public employee pension plan regulated by the Financial Services Regulatory Authority of Ontario, the
provincial pension regulator) and trustee of the pension fund.
Advisory Services
The Registrant provides advisory and asset management services to AC with respect to AC’s administration of the
OMERS primary pension plan, by virtue of its role as sub-adviser to Infrastructure Canada, and to Co-Investors (as
defined below) for investments that meet certain Investment Criteria (as defined and described in more detail in Item 8).
Advisory Services with respect to AC
Infrastructure Canada is the infrastructure investment arm of AC with a mandate to identify, invest in and manage
infrastructure assets on AC’s behalf. Generally, these infrastructure investments are held privately and do not trade in the
public market. However, under some circumstances, publicly-held securities may be purchased, typically for purposes
of converting an entity to a private company. The Registrant employs investment professionals to advise with respect to
infrastructure assets on behalf of Infrastructure Canada. The Registrant does not have investment discretion with respect
to the acquisition and disposition of the assets of the OMERS primary pension plan administered by AC.
Advisory Services with respect to Co-Investment Programs
Launched in 2012, the Global Strategic Investment Alliance (the “GSIA”) is a co-investment program established to
bring together large institutional investors, including OMERS Strategic Investments Limited (“OSI”), a related person of
AC and certain third-party institutional investors (“GSIA Co-Investors”) to jointly invest, on a case-by-case basis, in
large-scale infrastructure investments meeting qualifying criteria in terms of, among other things, size and geography.
See Item 8 for further information on the “Investment Criteria.” Under the GSIA, certain agreements were established,
setting forth the principal terms of the GSIA (the “GSIA Documents”). The GSIA is closed to new members and new
investments.
Infrastructure Canada also offers investment opportunities to third-party institutional investors, on a case-by-case basis,
in infrastructure investments made, or being made, by AC that meet the Investment Criteria (“Syndication
Opportunities”).
For purposes of this Brochure, the GSIA and Syndication Opportunities managed by the Registrant are each a “Co-
Investment Program” and agreements for each Co-Investment Program are referred to collectively as “Program
Documents.” Third-party institutional investors in each Co-Investment Program are referred to collectively as “Co-
Investors.”
The Registrant’s services in relation to the Co-Investment Programs are provided to the Co-Investors, certain Asset
Holding Companies holding investments (as described below) and pooled investment vehicles with the Co-Investors as
investors. References
herein to Co-Investors and “Asset Holding Companies” holding Co-Investment Program
investments, when used in respect of the services provided by the Registrant, mean those Co-Investors and Asset Holding
Companies who are recipients of the Registrant’s services as set forth herein.
As described in more detail in Item 10, the Registrant has entered into service arrangements with certain investment
adviser related persons, which permit the Registrant to use investment management capabilities and related services,
including such related persons’ personnel, in providing advice to the Registrant’s clients.
Generally, Co-Investment Program investment opportunities in which Co- Investors participate are acquired directly from
AC or one of its related persons. See Item 11 for additional information. The Co-Investors have full discretion as to
whether or not to participate in each Co-Investment Program investment opportunity. The Registrant has no investment
discretion to bind the Co-Investors or make a decision to invest on their behalf.
Under the Program Documents, a Co-Investor’s participation in a Co-Investment Program does not create any obligation
for the Registrant to offer other Co-Investment Programs to the Co-Investor.
Asset Management Services with respect to AC and Co-Investors in a Co-Investment Program
In the event that an investment is completed in a Co-Investment Program, the Registrant will coordinate and assist in the
closing process. In addition, through board positions on the companies or other legal entities that are established to hold
investments for AC or participating Co-Investors (each, an “Asset Holding Company”) as well as board positions on
the companies or other legal entities operating the infrastructure assets in which the Asset Holding Companies invest
(each, an “Operating Company”), the Registrant will provide asset management services on a discretionary basis. Asset
management services provided by the Registrant include, among other things, appointing individuals to the board of
directors or similar body governing the Asset Holding Companies and Operating Companies, monitoring performance
of the investment, and, in certain cases, disposition of the investment.
Restrictions/Limitations on Services
The Registrant’s advisory and asset management services are restricted by, and subject to, AC’s investment objectives and
guidelines, various policies and procedures of AC, the management services agreement between Infrastructure Canada
and the Registrant entered into in support of the management services agreement between AC and Infrastructure Canada,
and the terms of the Program Documents with respect to each Co-Investment Program’s investments.
See Item 16 for additional information.
Other Services
In addition to the above services, the Registrant and/or its related persons may be retained to perform services for the
Co-Investment Programs and/or its investments that would otherwise be provided by third parties, such as consulting,
operational, financial and advisory services.
Please refer to Item 8 for a more detailed description of the investment strategies as well as material risks associated
with the investments that the Registrant primarily recommends.
Wrap Fee Programs
The Registrant does not participate in wrap fee programs.
Assets Under Management
As of December 31, 2023, the Registrant had approximately USD$17.3B of non-discretionary assets under management.
In calculating the dollar value of its assets under management, the Registrant has included only amounts invested in
infrastructure assets advised by the Registrant and has not included any uninvested capital from the OMERS primary
pension plan or Co-Investors. In determining its regulatory assets under management, the Registrant does not deduct any
outstanding indebtedness or other accrued but unpaid liabilities of pooled investment vehicles or pension and profit-
sharing plans.