Class(1)
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Amount of Securities
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Sales Load(2)
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Class A Shares(1)
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Unlimited
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0.00% – 5.75%
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Class L Shares
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Unlimited
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1.25% – 4.25%
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Class I Shares
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Unlimited
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None
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Class A Share
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Class I Shares
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Class L Shares
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Shareholder Transaction Expenses | | | | | | | | | | | | | | | |||||
Maximum Sales Charge (Load) (
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Maximum Sales Charge on Reinvested Dividends
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Repurchase Fee on Shares Repurchased Within 365 Days of Purchase (as a percentage of proceeds)(3)
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Annual Expenses (as a percentage of net assets attributable to Shares)
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Management Fees(4)
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Shareholder Services Fee
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Distribution Fee
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Acquired Fund Fees and Expenses(6)
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Other Expenses(7)
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Total Annual Expenses
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After Fee Reduction or Expense Reimbursement(8)
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Net Annual Expenses(8)
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Amount Invested
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Sales Charge
as a % of Offering Price |
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Sales Charge
as a % of Amount Invested |
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Dealer
Reallowance |
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Under $50,000
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| | | | 5.75 | | | | | | 6.10 | | | | | | 5.00 | | |
$50,000 to less than $100,000
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| | | | 4.75 | | | | | | 4.99 | | | | | | 4.00 | | |
$100,000 to less than $250,000
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| | | | 3.75 | | | | | | 3.90 | | | | | | 3.25 | | |
$250,000 to less than $500,000
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| | | | 2.50 | | | | | | 2.56 | | | | | | 2.00 | | |
$500,000 to less than $1,000,000
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| | | | 2.00 | | | | | | 2.04 | | | | | | 1.75 | | |
$1,000,000 and above
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| | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | |
Amount Invested
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Sales Charge
as a % of Offering Price |
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Sales Charge
as a % of Amount Invested |
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Dealer
Reallowance |
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Underwriter
Concession |
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Under $250,000
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| | | | 4.25% | | | | | | 4.44% | | | | | | 3.50% | | | | | | 0.75% | | |
$250,000 to less than $500,000
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| | | | 3.25% | | | | | | 3.36% | | | | | | 2.50% | | | | | | 0.75% | | |
$500,000 to less than $1,000,000
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| | | | 2.00% | | | | | | 2.04% | | | | | | 1.50% | | | | | | 0.50% | | |
$1,000,000 and above
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| | | | 1.25% | | | | | | 1.27% | | | | | | 0.25% | | | | | | 0.25% | | |
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1 Year
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3 Years
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5 Years
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10 Years
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Class A Shares | | | | | | | | | | | | | | | | ||||||||||
You would pay the following net expenses based on a $1,000 investment,
assuming a 5% annual return |
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1 Year
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3 Years
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5 Years
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10 Years
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Class L Shares | | | | | | | | | | | | | | | | ||||||||||
You would pay the following net expenses based on a $1,000 investment,
assuming a 5% annual return |
| | | $ | | | | | $ | | | | | $ | | | | | $ | | |
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1 Year
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3 Years
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5 Years
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10 Years
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Class I Shares | | | | | | | | | | | | | | | | ||||||||||
You would pay the following net expenses based on a $1,000 investment,
assuming a 5% annual return |
| | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | Year ended December 31, 2023(a) | | | Year ended December 31, 2022 | | | Year ended December 31, 2021 | | | Year ended December 31, 2020 | | | Year ended December 31, 2019 | | |||||||||||||||
Per share operating performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | | | $ | 41.37 | | | | | $ | 41.77 | | | | | $ | 36.33 | | | | | $ | 29.96 | | | | | $ | 28.44 | | |
Change in net assets from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | | | (0.64) | | | | | | (0.8) | | | | | | (0.88) | | | | | | (0.90) | | | | | | (0.88) | | |
Net realized and unrealized gain on investments | | | | | (2.84) | | | | | | 0.98 | | | | | | 9.54 | | | | | | 7.98 | | | | | | 2.40 | | |
Total change in net assets from operations | | | | | (3.48) | | | | | | 0.18 | | | | | | 8.66 | | | | | | 7.08 | | | | | | 1.52 | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net return of capital | | | | | — | | | | | | — | | | | | | — | | | | | | (0.07) | | | | | | — | | |
From net realized gain on investments | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.64) | | | | | | — | | |
Total distributions | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.71) | | | | | | — | | |
Impact of NAV error | | | | | 0.02 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net increase in net asset value | | | | | (3.46) | | | | | | (0.4) | | | | | | 5.44 | | | | | | 6.37 | | | | | | 1.52 | | |
Net asset value, end of year | | | | $ | 37.91 | | | | | $ | 41.37(b) | | | | | $ | 41.77 | | | | | $ | 36.33 | | | | | $ | 29.96 | | |
Total return(c) | | | | | (8.36)%(d) | | | | | | 0.42% | | | | | | 23.85% | | | | | | 23.69% | | | | | | 5.34% | | |
Ratios and supplemental data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in thousands) | | | | $ | 142,451 | | | | | $ | 178,577 | | | | | $ | 158,433 | | | | | $ | 103,984 | | | | | $ | 108,068 | | |
Ratio of net expenses to average net assets(e) | | | | | 2.60%(f)(g) | | | | | | 2.51%(h) | | | | | | 2.51%(i) | | | | | | 2.50% | | | | | | 2.79%(j) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 2.48% | | | | | | 2.41% | | | | | | 2.64% | | | | | | 2.97% | | | | | | 3.56% | | |
Ratio of net investment loss to average net assets | | | | | (1.60)% | | | | | | (1.89)% | | | | | | (2.42)% | | | | | | (2.48)% | | | | | | (2.71)% | | |
Portfolio turnover | | | | | 2.23% | | | | | | 3.17% | | | | | | 26.20% | | | | | | 6.97% | | | | | | 14.76% | | |
| | | Year ended December 31, 2018 | | | Year ended December 31, 2017 | | | Year ended December 31, 2016 | | | Year ended December 31, 2015(k) | | | Year ended December 31, 2014*(k) | | |||||||||||||||
Per share operating performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | | | $ | 26.85 | | | | | $ | 26.83 | | | | | $ | 25.48 | | | | | $ | 24.56 | | | | | $ | 20.00 | | |
Change in net assets from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | | | (0.71) | | | | | | (0.63) | | | | | | (0.53) | | | | | | (0.38) | | | | | | (0.24) | | |
Net realized and unrealized gain on investments | | | | | 2.30 | | | | | | 0.65 | | | | | | 1.88 | | | | | | 1.30 | | | | | | 4.80 | | |
Total change in net assets from operations | | | | | 1.59 | | | | | | 0.02 | | | | | | 1.35 | | | | | | 0.92 | | | | | | 4.56 | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net return of capital | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
From net realized gain on investments | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total distributions | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Impact of NAV error | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net increase in net asset value | | | | | 1.59 | | | | | | 0.02 | | | | | | 1.35 | | | | | | 0.92 | | | | | | 4.56 | | |
Net asset value, end of year | | | | $ | 28.44 | | | | | $ | 26.85 | | | | | $ | 26.83 | | | | | $ | 25.48 | | | | | $ | 24.56 | | |
Total return(a) | | | | | 5.92% | | | | | | 0.07% | | | | | | 5.30% | | | | | | 3.75% | | | | | | 22.80%(p) | | |
Ratios and supplemental data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in thousands) | | | | $ | 109,902 | | | | | $ | 101,248 | | | | | $ | 77,915 | | | | | $ | 67,580 | | | | | $ | 19,156 | | |
Ratio of net expenses to average net assets(e) | | | | | 2.50% | | | | | | 2.50% | | | | | | 2.50%(k) | | | | | | 2.50%(m) | | | | | | 2.49%(n) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 3.29% | | | | | | 3.69% | | | | | | 3.56% | | | | | | 4.47% | | | | | | 18.45% | | |
Ratio of net investment loss to average net assets | | | | | (2.44)% | | | | | | (2.52)% | | | | | | (2.16)% | | | | | | (2.01)% | | | | | | (2.49)% | | |
Portfolio turnover | | | | | 24.75% | | | | | | 8.78% | | | | | | 7.78% | | | | | | 4.45% | | | | | | 2.40%(o) | | |
| | | Year ended December 31, 2023(a) | | | Year ended December 31, 2022 | | | Year ended December 31, 2021 | | | Year ended December 31, 2020 | | | Year ended December 31, 2019 | | |||||||||||||||
Per share operating performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | | $ | 40.82 | | | | | $ | 41.33 | | | | | $ | 36.07 | | | | | $ | 29.83 | | | | | $ | 28.39 | | |
Change in net assets from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | | | (0.74) | | | | | | (1.12) | | | | | | (0.82) | | | | | | (0.67) | | | | | | (0.58) | | |
Net realized and unrealized gain on investments | | | | | (2.78) | | | | | | 1.19 | | | | | | 9.30 | | | | | | 7.62 | | | | | | 2.02 | | |
Total change in net assets from operations | | | | | (3.52) | | | | | | 0.07 | | | | | | 8.48 | | | | | | 6.95 | | | | | | 1.44 | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net return of capital | | | | | — | | | | | | — | | | | | | — | | | | | | (0.07) | | | | | | — | | |
From net realized gain on investments | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.64) | | | | | | — | | |
Total distributions | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.71) | | | | | | — | | |
Impact of NAV error | | | | | 0.02 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net increase (decrease) in net asset value | | | | | (3.50) | | | | | | (0.51) | | | | | | 5.26 | | | | | | 6.24 | | | | | | 1.44 | | |
Net asset value, end of period | | | | $ | 37.32 | | | | | $ | 40.82(b) | | | | | $ | 41.33 | | | | | $ | 36.07 | | | | | $ | 29.83 | | |
Total return(c) | | | | | (8.57)%(d) | | | | | | 0.16% | | | | | | 23.52% | | | | | | 23.36% | | | | | | 5.07% | | |
Ratios and supplemental data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | | | $ | 3,505 | | | | | $ | 3,476 | | | | | $ | 3,780 | | | | | $ | 1,539 | | | | | $ | 810 | | |
Ratio of net expenses to average net assets(e) | | | | | 2.85%(f)(g) | | | | | | 2.76%(h) | | | | | | 2.76%(i) | | | | | | 2.75% | | | | | | 3.04%(j) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 2.73% | | | | | | 2.63% | | | | | | 2.84% | | | | | | 3.18% | | | | | | 3.86% | | |
Ratio of net investment loss to average net assets | | | | | (1.86)% | | | | | | (2.15)% | | | | | | (2.66)% | | | | | | (2.74)% | | | | | | (2.97)% | | |
Portfolio turnover | | | | | 2.23% | | | | | | 3.17% | | | | | | 26.20% | | | | | | 6.97% | | | | | | 14.76% | | |
| | | Period ended December 31, 2018* | | |||
Per share operating performance | | | | | | | |
Net asset value, beginning of period | | | | $ | 28.37 | | |
Change in net assets from operations: | | | | | | | |
Net investment loss | | | | | (0.49) | | |
Net realized and unrealized gain on investments | | | | | 0.51 | | |
Total change in net assets from operations | | | | | 0.02 | | |
Distributions: | | | | | | | |
From net return of capital | | | | | — | | |
From net realized gain on investments | | | | | — | | |
Total distributions | | | | | — | | |
Impact of NAV error | | | | | — | | |
Net increase in net asset value | | | | | 0.02 | | |
Net asset value, end of period | | | | $ | 28.39 | | |
Total return | | | | | 0.07%(k) | | |
| | | Period ended December 31, 2018* | | |||
Ratios and supplemental data | | | | | | | |
Net assets, end of period (in thousands) | | | | $ | 1 | | |
Ratio of net expenses to average net assets(d) | | | | | 2.75%(c)(l) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 3.60%(l) | | |
Ratio of net investment loss to average net assets | | | | | (2.68)%(l) | | |
Portfolio turnover | | | | | 24.75%(k) | | |
| | | Period ended December 31, 2023(a) | | | Period ended December 31, 2022 | | | Year ended December 31, 2021 | | | Year ended December 31, 2020 | | | Year ended December 31, 2019 | | |||||||||||||||
Per share operating performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | | $ | 41.94 | | | | | $ | 42.22 | | | | | $ | 36.61 | | | | | $ | 30.12 | | | | | $ | 28.51 | | |
Change in net assets from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | | | (0.55) | | | | | | (0.65) | | | | | | (0.62) | | | | | | (0.47) | | | | | | (0.59) | | |
Net realized and unrealized gain on investments | | | | | (2.89) | | | | | | 0.95 | | | | | | 9.45 | | | | | | 7.67 | | | | | | 2.20 | | |
Total change in net assets from operations | | | | | (3.44) | | | | | | 0.30 | | | | | | 8.83 | | | | | | 7.20 | | | | | | 1.61 | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net return of capital | | | | | — | | | | | | — | | | | | | — | | | | | | (0.07) | | | | | | — | | |
From net realized gain on investments | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.64) | | | | | | — | | |
Total distributions | | | | | — | | | | | | (0.58) | | | | | | (3.22) | | | | | | (0.71) | | | | | | — | | |
Impact of NAV error | | | | | 0.02 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net increase in net asset value | | | | | (3.42) | | | | | | (0.28) | | | | | | 5.61 | | | | | | 6.49 | | | | | | 1.61 | | |
Net asset value, end of period | | | | $ | 38.52 | | | | | $ | 41.94(b) | | | | | $ | 42.22 | | | | | $ | 36.61 | | | | | $ | 30.12 | | |
Total return | | | | | 8.15%(c) | | | | | | 0.70% | | | | | | 24.13% | | | | | | 23.97% | | | | | | 5.65% | | |
Ratios and supplemental data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | | | $ | 730,108 | | | | | $ | 807,234 | | | | | $ | 566,272 | | | | | $ | 197,921 | | | | | $ | 82,992 | | |
Ratio of net expenses to average net assets(d) | | | | | 2.35(e)(f) | | | | | | 2.26(g) | | | | | | 2.26%(h) | | | | | | 2.25% | | | | | | 2.54%(i) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 2.42% | | | | | | 2.34% | | | | | | 2.50% | | | | | | 2.75% | | | | | | 3.36% | | |
Ratio of net investment loss to average net assets | | | | | (1.36)% | | | | | | (1.62)% | | | | | | (2.15)% | | | | | | (2.24)% | | | | | | (2.46)% | | |
Portfolio turnover | | | | | 2.23% | | | | | | 3.17% | | | | | | 26.20% | | | | | | 6.97% | | | | | | 14.76% | | |
| | | Year ended December 31, 2018 | | | Period ended December 31, 2017* | | ||||||
Per share operating performance | | | | | | | | | | | | | |
Net asset value, beginning of period | | | | $ | 26.85 | | | | | $ | 26.37 | | |
Change in net assets from operations: | | | | | | | | | | | | | |
Net investment loss | | | | | (0.20) | | | | | | (0.01) | | |
Net realized and unrealized gain on investments | | | | | 1.86 | | | | | | 0.49 | | |
Total change in net assets from operations | | | | | 1.66 | | | | | | 0.48 | | |
Distributions: | | | | | | | | | | | | | |
From net return of capital | | | | | — | | | | | | — | | |
From net realized gain on investments | | | | | — | | | | | | — | | |
Total distributions | | | | | — | | | | | | — | | |
Impact of NAV error | | | | | — | | | | | | — | | |
Net increase in net asset value | | | | | 1.66 | | | | | | 0.48 | | |
Net asset value, end of period | | | | $ | 28.51 | | | | | $ | 26.85 | | |
| | | Year ended December 31, 2018 | | | Period ended December 31, 2017* | | ||||||
Total return | | | | | 6.18% | | | | | | 1.82%(j) | | |
Ratios and supplemental data | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | | | $ | 33,945 | | | | | $ | 1,115 | | |
Ratio of net expenses to average net assets(d) | | | | | 2.25% | | | | | | 2.25%(k) | | |
Ratio of gross expenses before reimbursement to average net assets | | | | | 3.10% | | | | | | 3.50%(k) | | |
Ratio of net investment loss to average net assets | | | | | (2.17)% | | | | | | (2.25)%(k) | | |
Portfolio turnover | | | | | 24.75% | | | | | | 8.78%(j) | | |
Name, Address, and Age | | | Other Position(s) Held with Fund | | | Term of Office and Length of Time Served as Portfolio Manager | | | Principal Occupation(s) During the Past Five Years | |
Christian Munafo c/o The Private Shares Fund, 88 Pine Street, Suite 3101, New York, NY 10005 DOB: 5/23/1978 | | | None. | | | Since August 2019 | | | Chief Investment Officer of Liberty Street Advisors, Inc.; Managing Member of Pearl Lane Advisors, LLC; Chief Investment Officer of SP Investments Management, LLC; Co-Head of Global Private Equity Secondary Transactions at HQ Capital Private Equity LLC; | |
Kevin Moss c/o The Private Shares Fund, 88 Pine Street, Suite 3101, New York, NY 10005 DOB: 7/11/1969 | | | President (since April 2019) | | | Since October 2018 | | | Managing Director of Liberty Street Advisors, Inc.; Managing Member of Pearl Lane Advisors, LLC; Managing Director of SP Investments Management LLC; Chief Operating Officer of SP Investments Management LLC | |
Sven Jonas Grankvist c/o The Private Shares Fund, 88 Pine Street, Suite 3101, New York, NY 10005 DOB: 4/4/1984 | | | None. | | | Since June 2018 | | | Managing Director of Liberty Street Advisors, Inc.; Managing Director of Pearl Lane Advisors, LLC; Director of SP Investments Management, LLC; Vice President of SP Investments Management LLC; Associate of SP Investments Management, LLC | |
Amount Invested | | | Sales Charge as a % of Offering Price | | | Sales Charge as a % of Amount Invested | | | Dealer Reallowance | | |||||||||
Under $50,000 | | | | | 5.75% | | | | | | 6.10% | | | | | | 5.00% | | |
$50,000 to less than $100,000 | | | | | 4.75% | | | | | | 4.99% | | | | | | 4.00% | | |
$100,000 to less than $250,000 | | | | | 3.75% | | | | | | 3.90% | | | | | | 3.25% | | |
$250,000 to less than $500,000 | | | | | 2.50% | | | | | | 2.56% | | | | | | 2.00% | | |
$500,000 to less than $1,000,000 | | | | | 2.00% | | | | | | 2.04% | | | | | | 1.75% | | |
$1,000,000 and above | | | | | 0.00% | | | | | | 0.00% | | | | | | 0.00% | | |
Amount Invested | | | Sales Charge as a % of Offering Price | | | Sales Charge as a % of Amount Invested | | | Dealer Reallowance | | | Underwriter Concession | | ||||||||||||
Under $250,000 | | | | | 4.25% | | | | | | 4.44% | | | | | | 3.50% | | | | | | 0.75% | | |
$250,000 to less than $500,000 | | | | | 3.25% | | | | | | 3.36% | | | | | | 2.50% | | | | | | 0.75% | | |
$500,000 to less than $1,000,000 | | | | | 2.00% | | | | | | 2.04% | | | | | | 1.50% | | | | | | 0.50% | | |
$1,000,000 and above | | | | | 1.25% | | | | | | 1.27% | | | | | | 0.25% | | | | | | 0.25% | | |
Title of Class
|
| |
Amount
Authorized |
| |
Amount Held by the
Fund for its Own Account |
| |
Amount
Outstanding |
| |||||||||
|
| | | | Unlimited | | | | | | | | | | | | | ||
|
| | | | Unlimited | | | | | | | | | | | | | ||
|
| | | | Unlimited | | | | | | | | | | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 21 | | |
Name, Address(1), and Age
|
| |
Position(s)
Held with Fund |
| |
Term of
Office(2) and Length of Time Served |
| |
Principal
Occupation(s) During the Past Five Years |
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Other
Directorships Held by Director |
|
Independent Trustees | | | | | | | | | | | | | | | | |
Robert Boulware
Birth Year: 1956 |
| |
Independent
Trustee |
| | Since inception | | | Professional board director and trustee. Managing Director, Pilgrim Funds, LLC (private equity firm); Mid-Con Energy Partners, LP (oil/natural gas company) (June 2020–January 2021) | | |
1
|
| |
Brighthouse
Financial |
|
Mark Radcliffe
Birth Year: 1952 |
| |
Independent
Trustee |
| | Since inception | | | CEO, Personal Engines, LLC (business consulting) (September 1, 2023–present); Partner, DLA Piper (2005–2022); Senior Counsel DLA Piper (December 29, 2022–August 31, 2023) (law firm) | | |
1
|
| | None | |
Daniel A. Doyle
Birth Year: 1958 |
| |
Independent
Trustee |
| |
Since August 11, 2023
|
| | Senior Vice President & Chief Financial Officer, Puget Sound Energy (public utility) (2011–2021); Independent Trustee, Chair of the Audit Committee, MetLife Investor Series Trust (2007–2013) (mutual funds) | | |
1
|
| | None | |
Herb W. Morgan
Birth Year: 1966 |
| |
Independent
Trustee |
| |
Since August 11, 2023
|
| | Founder, Chief Executive and Investment Officer, Efficient Market Advisors/Cantor Managed ETF Portfolios (2004–present) (investment advisor) | | |
1
|
| | Broad Street Holdings, Inc. (Holding Company) | |
Interested Trustee | | | | | | | | | | | | | | | | |
Timothy Reick
Birth Year: 1974 |
| |
Interested
Trustee |
| |
Since August 11, 2023
|
| |
CEO, Liberty Street Advisors, Inc., HRC Fund Associates, LLC
|
| |
1
|
| | None | |
Name, Address(1), and Age
|
| |
Position(s) Held with Fund
|
| |
Term of Office and
Length of Time Served |
| |
Principal Occupation(s)
During the Past Five Years |
|
Kevin Moss Birth Year: 1969 |
| | President and Principal Executive Officer | | | April 11, 2019 | | |
Managing Director of Liberty Street Advisors, Inc. since December 2020; and Managing Member of Pearl Lane Advisors, LLC since August 2021. Prior thereto, President and Chief Operating Officer of SP Investments Management LLC through December 2020.
|
|
John “Jack” Sweeney Birth Year: 1985 |
| | Treasurer and Principal Financial Officer | | | Since April 29, 2019 | | |
Vice President of Liberty Street Advisors, since December 2020; Vice President of Pearl Lane Advisors, LLC since August 2021; Chief Financial Officer at SP Investments Management LLC, March 2019 through December 2020; Finance Manager at Venrock, August 2016 to March 2019 and Senior Associate at Ernst &Young LLP, prior thereto.
|
|
Peter R. Guarino
Birth Year: 1958 |
| |
Chief Compliance Officer
|
| | Since May 7, 2019 | | |
President and Chief Compliance Officer, Compliance4, LLC March 2018 to the present.
|
|
Name of Trustee
|
| |
Dollar Range of Equity
Securities in the Fund(1) |
| |
Aggregate Dollar Range
of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies(1) |
| ||||||
Independent Trustees | | | | | | | | | | | | | |
Robert Boulware
|
| | | $ | 0–100,000 | | | | | $ | 0–100,000 | | |
Mark Radcliffe
|
| | | | None | | | | | | None | | |
Daniel A. Doyle
|
| | | | None | | | | | | None | | |
Herb W. Morgan
|
| | | | None | | | | | | None | | |
Interested Trustee | | | | | | | | | | | | | |
Timothy Reick
|
| | | | None | | | | | | None | | |
Name of Trustee
|
| |
Aggregate
Compensation from the Fund |
| |
Pension or
Retirement Benefits Accrued as Part of Fund Expenses |
| |
Estimated
Annual Benefits Upon Retirement |
| |
Total
Compensation From Fund Paid to Trustee |
| ||||||||||||
Robert Boulware
|
| | | $ | 93,625 | | | | | | N/A | | | | | | N/A | | | | | $ | 93,625 | | |
Mark Radcliffe
|
| | | $ | 86,125 | | | | | | N/A | | | | | | N/A | | | | | $ | 86,125 | | |
Daniel A. Doyle
|
| | | $ | 23,000 | | | | | | N/A | | | | | | N/A | | | | | $ | 23,000 | | |
Herb W. Morgan
|
| | | $ | 23,000 | | | | | | N/A | | | | | | N/A | | | | | $ | 23,000 | | |
Timothy Reick
|
| | | $ | 0 | | | | | | N/A | | | | | | N/A | | | | | $ | 0 | | |
Name of Portfolio Manager
|
| |
Dollar Range of Equity
Securities Beneficially Owned by Portfolio Manager(1) |
| |||
Christian Munafo
|
| | | $ | 10,001–$50,000 | | |
Kevin Moss
|
| | | $ | 10,001–$50,000 | | |
Sven Jonas Grankvist
|
| | | $ | 10,001–$50,000 | | |
Name of Portfolio Manager
|
| |
Number of
Registered Investment Companies |
| |
Total Assets of
Registered Investment Companies |
| |
Number of
Investment Company Accounts with Performance- Based Fees |
| |
Total Assets of
Performance- Based Fee Accounts |
| ||||||||||||
Christian Munafo
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Kevin Moss
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Sven Jonas Grankvist
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Name of Portfolio Manager
|
| |
Number of
Pooled Investment Vehicles |
| |
Total Assets of
Pooled Investment Vehicles |
| |
Number of
Pooled Investment Vehicles with Performance- Based Fees |
| |
Total Assets of
Performance- Based Fee Accounts |
| ||||||||||||
Christian Munafo
|
| | | | 2 | | | | | $ | 91,165,722 | | | | | | 1 | | | | | $ | 37,920,582 | | |
Kevin Moss
|
| | | | 2 | | | | | $ | 91,165,722 | | | | | | 1 | | | | | $ | 37,920,582 | | |
Sven Jonas Grankvist
|
| | | | 2 | | | | | $ | 91,165,722 | | | | | | 1 | | | | | $ | 37,920,582 | | |
Name of Portfolio Manager
|
| |
Number of
Other Accounts |
| |
Total Assets of
Other Accounts |
| |
Number of
Other Accounts with Performance- Based Fees |
| |
Total Assets of
Performance- Based Fee Accounts |
| ||||||||||||
Christian Munafo
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Kevin Moss
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Sven Jonas Grankvist
|
| | | | 0 | | | | | $ | 0 | | | | | | 0 | | | | | $ | 0 | | |
Name and Address
|
| |
Class
|
| |
Percentage of Class
|
| |||
Charles Schwab & Co.
211 Main Street San Francisco, CA 94105 |
| |
Class A
|
| | | | 54.63% | | |
Pershing LLC
1 Pershing Plz Jersey City NJ 07399-0002 |
| |
Class A
|
| | | | 12.62% | | |
National Financial Services LLC
499 Washington Blvd Jersey City NJ 07310-1995 |
| |
Class A
|
| | | | 11.59% | | |
Charles Schwab & Co.
211 Main Street San Francisco, CA 94105 |
| |
Class I
|
| | | | 50.71% | | |
National Financial Services LLC
499 Washington Blvd Jersey City NJ 07310-1995 |
| |
Class I
|
| | | | 36.21% | | |
Pershing, LLC
1 Pershing Plz Jersey City NJ 07399-0002 |
| |
Class I
|
| | | | 7.33% | | |
National Financial Services LLC
499 Washington Blvd Jersey City NJ 07310-1995 |
| |
Class L
|
| | | | 39.98% | | |
Pershing LLC
1 Pershing Plz Jersey City NJ 07399-0002 |
| |
Class L
|
| | | | 34.86% | | |
Arkadios Capital
PO Box 451249 Cleveland OH 44145 |
| |
Class L
|
| | | | 17.92% | | |
PART C
OTHER INFORMATION
Item 25. Financial Statements and Exhibits
25(1) | Financial Statements: |
Part A: The financial highlights of The Private Shares Fund (the “Registrant”) for the fiscal year ended December 31, 2023 are included in Part A of this registration statement in the section entitled “Financial Highlights.”
Part B: The Registrant’s audited Financial Statements and the notes thereto in the Registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2023, filed electronically with the SEC on March 11, 2024, are incorporated by reference into Part B of this registration statement.
25(2) | Exhibits |
(a)(1) | Certificate of Formation of SharesPost 100 Fund LLC.(1) |
(a)(2) | Certificate of Conversion of SharesPost 100 Fund LLC to SharesPost 100 Fund.(2) |
(a)(3) | Certificate of Trust of SharesPost 100 Fund.(2) |
(a)(4) | Certificate of Amendment to the Certificate of Trust of SharesPost 100 Fund(13) |
(a)(5) | Agreement and Declaration of Trust.(2) |
(a)(6) | Amendment dated October 2, 2020 to the Agreement and Declaration of Trust.(11) |
(a)(7) | Amendment dated February 26, 2021 to the Agreement and Declaration of Trust.(12) |
(b) | Amended and Restated By-Laws.(11) |
(c) | Not Applicable. |
(d)(1) | Incorporated by reference to Exhibits (a)(4) and (b) above. |
(d)(2) | Multiple Class Plan.(7) |
(d)(3) | Amendment No. 1 to Multiple Class Plan.(12) |
(e) | Not Applicable. |
(f) | Not Applicable. |
(g) | Investment Advisory Agreement between the Registrant and Liberty Street Advisors, Inc.(11) |
(h)(1) | Distribution Agreement between the Registrant and Foreside Fund Services, LLC.(6) |
(h)(2) | Distribution Services Agreement between SP Investments Management, LLC and Foreside Fund Services, LLC.(6) |
(h)(4) | Form of Distribution Plan.(7) |
(i) | Not Applicable. |
(j) | Custody Agreement between the Registrant and UMB Bank National Association.(6) |
(k)(1) | Administration and Fund Accounting Agreement between the Registrant and UMB Fund Services, Inc.(6) |
(k)(2) | Transfer Agency Agreement between the Registrant and UMB Fund Services, Inc.(6) |
(k)(3) | Amended and Restated Shareholder Services Plan.(12) |
(k)(4) | Fund CCO Agreement between the Registrant and Compliance4, LLC.(14) |
(k)(5) | Form of Indemnification Agreement between the Registrant and each Trustee.(3) |
(k)(6) | Expense Limitation Agreement between the Registrant and Liberty Street Advisors, Inc.(13) |
(k)(7) | Amendment to Appendix A of the Expense Limitation Agreement between the Registrant and Liberty Street Advisors, Inc.(14) |
(l)(1) | Opinion and Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (5) |
(l)(2) | Consent of Dechert LLP.* |
(m) | Not Applicable. |
(n) | Consent of KPMG LLP, independent registered public accounting firm for the Registrant.* |
(o) | Not Applicable. |
(p) | Subscription Agreement between the Registrant and SP Investments Management, LLC.(4) |
(q) | Not applicable. |
(r)(1) | Code of Ethics of the Fund.* |
(r)(2) | Code of Ethics of the Investment Adviser.(14) |
(s)(1) | Powers of Attorney, filed previously with Post-Effective Amendment No. 16.(13) |
(s)(2) | Powers of Attorney filed herewith.* |
(1) | Incorporated by reference to the initial filing of the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed October 10, 2012. |
(2) | Incorporated by reference to Pre-Effective Amendment No. 1 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 12, 2013. |
(3) | Incorporated by reference to Pre-Effective Amendment No. 2 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed August 2, 2013. |
(4) | Incorporated by reference to Pre-Effective Amendment No. 3 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed November 6, 2013. |
(5) | Incorporated by reference to Pre-Effective Amendment No. 5 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed December 12, 2013. |
(6) | Incorporated by reference to Post-Effective Amendment No. 1 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 30, 2015. |
(7) | Incorporated by reference to Post-Effective Amendment No. 2 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 29, 2016. |
(8) | Incorporated by reference to Post-Effective Amendment No. 5 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed November 8, 2017. |
(9) | Incorporated by reference to Post-Effective Amendment No. 8 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 30, 2019. |
(10) | Incorporated by reference to Post-Effective Amendment No. 10 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 29, 2020. |
(11) | Incorporated by reference to Post-Effective Amendment No. 11 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed March 19, 2021. |
(12) | Incorporated by reference to Post-Effective Amendment No. 12 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed April 27, 2021. |
(13) | Incorporated by reference to Post-Effective Amendment No. 16 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed May 2, 2022. |
(14) | Incorporated by reference to Post-Effective Amendment No. 17 to the registration statement on Form N-2, SEC File Nos. 333-184361 and 811-22759, filed May 1, 2023. |
* | Filed herewith. |
Item 26. Marketing Arrangements
Not applicable.
Item 27. Other Expenses of Issuance and Distribution
Not applicable.
Item 28. Persons Controlled By or Under Common Control
Not Applicable.
Item 29. Number of Holders of Securities
The following table sets forth the approximate number of record holders of the Registrant’s securities as of March 31, 2024.
Title of Class | Number
of Record Holders | |||
Class A Shares of Beneficial Interest | 3,361 | |||
Class L Shares of Beneficial Interest | 134 | |||
Class I Shares of Beneficial Interest | 13,828 |
Item 30. Indemnification
Reference is made to (a) Section 5.2 of the Registrant’s Agreement and Declaration of Trust (as amended, the “Declaration of Trust”), previously filed as Exhibit (a)(4) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (Reg. Nos. 333-184361 and 811-22759) on April 12, 2013 and Amendment No. 2 to the Declaration of Trust, previously filed as Exhibit (a)(7) to Post-Effective Amendment No. 10 to the Registration Statement on Form N-2 (Reg. Nos. 333-184361 and 811-22759) on April 29, 2020;
(b) Section 7 of the Registrant’s Distribution Agreement, previously filed as Exhibit (h)(1) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (Reg. Nos. 333-184361 and 811-22759) on April 12, 2013; and (c) the Form of Indemnification Agreement to be entered into between the Registrant and each of its Trustees, filed as Exhibit (k)(6) hereto, each of which is incorporated by reference herein. The Registrant hereby undertakes that it will apply the indemnification provisions of the foregoing agreements in a manner consistent with Release 40-11330 of the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in effect. The Registrant maintains insurance on behalf of any person who is or was an independent trustee, officer, employee, or agent of the Registrant against certain liability asserted against and incurred by, or arising out of, his or her position. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
Information as to the directors and officers of the Registrant’s investment adviser, Liberty Street Advisors, Inc (the “Investment Adviser”), together with information as to any other business, profession, vocation, or employment of a substantial nature in which the Investment Adviser, and each director, executive officer, managing member or partner of the Investment Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, managing member, partner or trustee, is set forth in the Registrant’s Prospectus and Statement of Additional Information in the sections entitled “Management of the Fund”, and is included in the Investment Adviser’s Form ADV as filed with the Securities and Exchange Commission (File No. 801-67698).
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:
(1) | the Registrant, The Private Shares Fund, 88 Pine Street, Suite 3101, New York, NY 10005; |
(2) | the Transfer Agent, UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212; |
(3) | the Custodian, UMB Bank National Association, 1010 Grand Boulevard, Kansas City, MO 64106; |
(4) | the Investment Adviser, Liberty Street Advisors, Inc., 88 Pine Street, Suite 3101, New York, NY 10005; and |
(5) | Compliance4, 9 Terison Drive, Suite 100, Falmouth, ME 04105. |
Item 33. Management Services
Except as described under “The Investment Adviser” and “The Fund Administrator” in this Registration Statement, the Fund is not party to any management service related contract.
Item 34. Undertakings
(1) | The Registrant undertakes to suspend the offering of Shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus. |
(2) | Not applicable. |
(3) | The Registrant undertakes |
(a) | to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(1) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 Act (the “1933 Act”); |
(2) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(3) | to include any material information with respect to any plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(b) | that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; |
(c) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(d) | that, for the purpose of determining liability under the 1933 Act to any purchaser |
(1) | Not Applicable; |
(2) | if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 424(b) under the 1933 Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(e) | that for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: |
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the 1933 Act; |
(2) | free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(3) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(4) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(4) | Not applicable. |
(5) | Not applicable. |
(6) | Not applicable. |
(7) | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
SIGNATURES
Pursuant to the requirements of the 1933 Act and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, and State of California, on the 29th day of April, 2024.
THE PRIVATE SHARES FUND | |||
By: | /s/ Kevin Moss | ||
Name: | Kevin Moss | ||
Title: | President and Principal Executive Officer |
Pursuant to the requirements of the 1933 Act, this registration statement has been signed by the following persons in the capacity and on the date indicated.
/s/ Kevin Moss | President | April 29, 2024 | |
Name: Kevin Moss | |||
/s/ John Sweeney* | Treasurer and Chief Financial Officer | April 29, 2024 | |
Name: John Sweeney | |||
/s/ Mark Radcliffe* | Trustee | April 29, 2024 | |
Name: Mark Radcliffe | |||
/s/ Robert J. Boulware* | Trustee | April 29, 2024 | |
Name: Robert J. Boulware | |||
/s/ Daniel A. Doyle* | Trustee | April 29, 2024 | |
Name: Daniel A. Doyle | |||
/s/ Herb W. Morgan* | Trustee | April 29, 2024 | |
Name: Herb W. Morgan | |||
/s/ Timothy Reick* | Trustee | April 29, 2024 | |
Name: Timothy Reick |
* /s/ Kevin Moss | |
By: Attorney-in-fact acting pursuant to powers of attorney previously filed and filed herewith. |