The Private Shares Fund is a closed-end interval fund. An interval fund is legally classified as a closed-end fund, but it is unique in that it shares several key features with mutual (open-end) funds. Thus, interval funds are often referred to as a hybrid between closed-end and mutual (open-end) funds. Detailed information on closed-end interval funds can be found on the SEC’s website.
The Private Shares Fund, as an interval fund, differs from traditional closed-end funds in two important ways:
Investors can invest in the Fund at any time through participating brokers or directly with the Fund. Contact the Fund’s Administrator at +1.855.551.5510 to inquire about Fund accessibility via a specific broker or any questions about investing directly with the Fund.
Investors must review the Fund prospectus prior to investing.
The Fund’s minimum investment amount is $2,500 for the Class A and Class L Shares.
Yes, as long as the broker where you hold your account has a selling agreement in place with the Fund.
The NAV of the Fund's shares is determined daily, after the close of regular trading. During the continuous offering, the price of the shares will increase or decrease on a daily basis according to the NAV of the shares. In computing NAV, portfolio securities of the Fund are valued at their current fair market values determined on the basis of market quotations, if available.
Because market quotations are not typically readily available for the majority of the Fund’s securities, they are valued at fair value as determined by the Board of Trustees. The Investment Adviser, subject to the oversight of the Board of Trustees, shall develop the Fund’s valuation methodologies and make valuation determinations. Valuation determinations are reviewed periodically by the Board of Trustees, including in connection with any quarterly repurchase offer. More details can be found in the Fund prospectus.
The investment advisor for the Fund is Liberty Street Advisors, Inc. The Board of Trustees of the Fund has overall responsibility for monitoring the Fund's investment program and its management and operations. View the Board of Trustees.
The Fund’s annual advisory fee is 1.90%. The Fund’s total gross expenses are 2.49%, 2.44%, and 2.72% for the Class A, I, and L shares respectively. The Fund’s total net expenses are 2.68%, 2.43%, and 2.93% for the Class A, I, and L Shares respectively. The Fund’s advisor has contractually agreed to waive fees and/or pay operating expenses, excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such that total expenses do not exceed 2.65%, 2.40%, and 2.90% for the Class A, I, and L shares respectively. The agreement with the Advisor is in place through May 2, 2024. Net expenses are applicable to investors. For details, see prospectus.
SPAC stands for Special Purpose Acquisition Company, also known as blank check companies. A SPAC is a publicly traded company with no commercial operations that raises investment capital via an IPO for the purpose of identifying and acquiring one or more operating businesses or assets.
When a portfolio company goes public, the shares held by the Fund will typically be subject to a lock-up period that prevents sale of shares for a certain period of time. Once that lock-up has expired, it is the advisor’s expectation that the Fund will divest of its holdings in a reasonable timeframe.
The Fund may acquire shares of growth companies through private investments in public equity (“PIPE”) transactions where the issuer is a SPAC.
SPV stands for Special Purpose Vehicles which are legal entities, usually limited liability companies or limited partnerships, created to fulfill specific, temporary objectives. SPVs can be attractive investment structures offering different benefits for private equity, venture capital, hedge fund, and real estate investment managers.
The Fund may invest in SPVs or other similar investment structures to obtain exposure to Portfolio Companies. The SPVs in which the Fund expects to invest are vehicles that provide access to equity securities issued by a single Portfolio Company.
A PIPE transaction is a Private Investment in Private Equity. In a PIPE transaction, investors purchase securities directly from a publicly traded company in a private placement transaction, typically at a discount to the market price of the company’s common stock.
The Fund may invest in PIPE transactions where the issuer of the security is a SPAC established to facilitate the acquisition and future financing of certain private late-stage operating growth companies in anticipation of such private company entering the public markets.
When entering into a profit sharing agreement, the Fund grants a right to a counterparty to a certain share of the future returns of the shares sold above a set threshold price or amount in addition to the Fund’s payment to purchase the shares.
Any dividends or capital gains generated by the Fund’s portfolio companies will be automatically reinvested in the Fund unless an investor specifically elects to receive cash distributions. New investors can elect for cash distributions of dividend and capital gain proceeds in the Fund’s Subscription Agreement. Current investors who wish to change their election can do so by contacting their broker or the Fund Administrator at +1.855.551.5510.
The Fund offers quarterly repurchase offers that enable investors to sell shares. Even though the Fund will endeavor to make quarterly repurchase offers to repurchase a portion of the shares to provide some liquidity to shareholders, investors should consider the shares to be illiquid. The Fund conducts quarterly repurchase offers for 5% of the Fund’s outstanding Shares at NAV. The Fund maintains liquid securities, cash or access to a bank line of credit in amounts sufficient to meet quarterly redemption requirements. Shareholders are notified of repurchase offers approximately 30 days before the repurchase request deadline. More details can be found in the Fund prospectus.
The Fund is classified as an association taxable as a corporation for U.S. federal tax purposes. The Fund also (i) will elect to be treated as, and (ii) intends to operate in a manner to qualify as, a “regulated investment company” (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Fund generally will pay no U.S. federal income tax on the earnings or capital gains it timely distributes to Shareholders. This avoids a “double tax” on distributed earnings normally incurred by taxable investors in regular “C corporations.” Shareholders normally will be taxed on their Fund distributions (unless their Shares are held in a retirement account that permits tax deferral or the holder is otherwise exempt from U.S. federal income tax). Tax-exempt U.S. investors generally will not incur unrelated business taxable income with respect to an investment in Shares if they do not borrow to make the investment. The Fund’s tax reporting to Shareholders are made on IRS Forms 1099.
Please note that the information provided herein is for educational and informational purposes only, and should not be construed as any investment, financial, legal, or tax advice.