What is a closed-end interval fund?

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:

  • The Private Shares Fund shares are continuously offered by the Fund for purchase by investors at net asset value (NAV) rather than traded on an exchange (in the secondary market).
  • The Private Shares Fund redeems its shares through quarterly repurchase offers of 5% of the Fund’s outstanding net assets at NAV.

How do I make an investment in the Private Shares Fund?

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.

What is the minimum investment amount?

The Fund’s minimum investment amount is $2,500 for the Class A and Class L Shares.

Can I invest with my IRA?

Yes, as long as the broker where you hold your account has a selling agreement in place with the Fund.

How is the net asset value (NAV) of the Private Shares Fund determined?

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.

Who manages the Private Shares Fund?

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.

What is the Private Shares Fund’s advisory fee?

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.

What is a SPAC?

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.

What happens when a portfolio company goes public?

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.

How are SPACs used in the fund?

The Fund may acquire shares of growth companies through private investments in public equity (“PIPE”) transactions where the issuer is a SPAC.

What is a SPV?

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.

How are SPVs used in the Fund?

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.

What is a PIPE transaction?

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.

How are PIPE transactions used in the Fund?

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.

What is Profit Sharing?

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.

How are Private Shares Fund dividends and capital gains handled?

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.

How do I sell my shares in the Private Shares Fund?

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.

What is the tax treatment?

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.

Important Disclosure

As of December 9, 2020, Liberty Street Advisors, Inc. became the adviser to the Fund. The Fund’s portfolio managers did not change. Effective April 30, 2021, the Fund changed its name from the “SharesPost 100 Fund” to “The Private Shares Fund.” Effective July 7, 2021, the Fund made changes to its investment strategy. In addition to directly investing in private companies, the Fund may also invest in private investments in public equity (“PIPEs”) where the issuer is a special purpose acquisition company (“SPAC”), and profit sharing agreements.

Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus with this and other information about The Private Shares Fund (the "Fund"), please download here, or call 1-855-551-5510. Read the prospectus carefully before investing.

The investment minimums are $2,500 for the Class A Share and Class L Share, and $1,000,000 for the Institutional Share

Investment in the Fund involves substantial risk. The Fund is not suitable for investors who cannot bear the risk of loss of all or part of their investment. The Fund is appropriate only for investors who can tolerate a high degree of risk and do not require a liquid investment. The Fund has no history of public trading and investors should not expect to sell shares other than through the Fund's repurchase policy regardless of how the Fund performs. The Fund does not intend to list its shares on any exchange and does not expect a secondary market to develop.

All investing involves risk including the possible loss of principal. Shares in the Fund are highly illiquid, and can be sold by shareholders only in the quarterly repurchase program of the Fund which allows for up to 5% of the Fund's outstanding shares at NAV to be redeemed each quarter. Due to transfer restrictions and the illiquid nature of the Fund's investments, you may not be able to sell your shares when, or in the amount that, you desire. The Fund intends to primarily invest in securities of private, late-stage, venture-backed growth companies. There are significant potential risks relating to investing in such securities. Because most of the securities in which the Fund invests are not publicly traded, the Fund's investments will be valued by Liberty Street Advisors, Inc. (the "Investment Adviser") pursuant to fair valuation procedures and methodologies adopted by the Board of Trustees. While the Fund and the Investment Adviser will use good faith efforts to determine the fair value of the Fund's securities, value will be based on the parameters set forth by the prospectus. As a consequence, the value of the securities, and therefore the Fund's Net Asset Value (NAV), may vary.

There are significant potential risks associated with investing in venture capital and private equity-­backed companies with complex capital structures. The Fund focuses its investments in a limited number of securities, which could subject it to greater risk than that of a larger, more varied portfolio. There is a greater focus in technology securities that could adversely affect the Fund’s performance. The Fund's quarterly repurchase policy may require the Fund to liquidate portfolio holdings earlier than the Investment Adviser would otherwise do so and may also result in an increase in the Fund's expense ratio. Portfolio holdings of private companies that become publicly traded likely will be subject to more volatile market fluctuations than when private, and the Fund may not be able to sell shares at favorable prices, such companies frequently impose lock-ups that would prohibit the Fund from selling shares for a period of time after an initial public offering (IPO). Market prices of public securities held by the Fund may decline substantially before the Investment Adviser is able to sell the securities.

The Fund may invest in private securities utilizing special purpose vehicles ("SPV"s), private investment funds (“Private Funds”), private investments in public equity ("PIPE") transactions where the issuer is a special purpose acquisition company ("SPAC"), and profit sharing agreements. The Fund will bear its pro-rata portion of expenses on investments in SPVs, Private Funds, or similar investment structures and will have no direct claim against underlying portfolio companies. PIPE transactions involve price risk, market risk, expense risk, and the Fund may not be able to sell the securities due to lock-ups or restrictions. Profit sharing agreements may expose the Fund to certain risks, including that the agreements could reduce the gain the Fund otherwise would have achieved on its investment, may be difficult to value and may result in contractual disputes. Certain conflicts of interest involving the Fund and its affiliates could impact the Fund’s investment returns and limit the flexibility of its investment policies. This is not a complete enumeration of the Fund's risks. Please read the Fund prospectus for other risk factors related to the Fund.

The Fund may not be suitable for all investors. Investors are encouraged to consult with appropriate financial professionals before considering an investment in the Fund.

Companies that may be referenced on this website are privately-held companies. Shares of these privately-held companies do not trade on any national securities exchange, and there is no guarantee that the shares of these companies will ever be traded on any national securities exchange.

The Private Shares Fund is distributed by FORESIDE FUND SERVICES, LLC