No, SPIM, the adviser to the SharesPost 100 Fund will not be part of the Forge merger.
The entire SharesPost 100 Fund’s investment team from SPIM, the Fund's investment strategy, governance structure, board of trustees and service providers will remain unchanged if the proposal to approve a new investment advisory agreement between the Fund and Liberty Street Advisors, Inc. ("LSA") is approved by shareholders. Certain key personnel of SPIM as well as the other members of the SPIM investment management group, who provide portfolio management services to the Fund, are expected to become employees of LSA upon the effective date of the new advisory agreement and to continue to provide the same portfolio management services to the Fund with the support of LSA’s resources. Founded in 2007, LSA is an SEC registered investment adviser that currently manages 4 mutual funds with AUM over $1 billion.
The SharesPost 100 Fund will be marketed by LSA’s affiliate broker dealer, HRC Fund Associates (“HRC”). Founded in 2007, HRC is an SEC and FINRA registered broker-dealer that brings longstanding relationships with numerous financial advisors at major wire-houses, RIAs, and independent broker-dealer distribution channels.
The Board of Trustees of the Fund (the “Board”) has called for a special meeting of shareholders (the “Special Meeting”) to obtain shareholder approval for a new advisory agreement appointing LSA as the investment advisor to the Fund. The Special Meeting will be held virtually on Tuesday, December 1, 2020.
The SharesPost 100 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 SharesPost 100 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, including SharesPost. Contact us at +1.855.551.5510 to inquire about Fund accessibility via a specific broker.
Investors can learn how to invest directly in the Fund by reviewing the Fund prospectus.
The Fund offers quarterly repurchase offers that enable investors to sell shares. Each quarterly repurchase offer will be for no less than 5% of the total shares outstanding 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 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 Fund’s annual advisory fee is 1.90%. Based on an expense limitation agreement between the Fund and the investment advisor, the total annual cost including certain Fund expenses is limited to 2.50% annually. The investment advisor will waive advisory fees accordingly. For details, see prospectus.
Yes, shareholders of SharesPost 100 companies may potentially be able to exchange their stock for shares in the SharesPost 100 Fund. Exchanges will depend on the investment advisor’s interest in the stock, and an agreed-upon exchange rate. To inquire about a potential exchange, private company shareholders should contact the investment advisor at firstname.lastname@example.org.
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.
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 the Fund Administrator at +1.855.551.5510.
The SharesPost 100 List should not be viewed as an index, but a selection of companies in which the Fund will seek to make investments. There may be reasons why a particular SharesPost 100 List company is not included in the Fund’s portfolio, including without limitation: limited availability of shares for purchase, or the investment advisor’s analysis of the appropriateness of particular securities.
While the investment advisor may use the SharesPost 100 List as a guideline for investing, the Fund may invest in the securities of issuers other than those included in the SharesPost 100 List. However, it is expected that at least 85% of the Fund’s equity investments will be among the companies included in the SharesPost 100 List, and the Fund has adopted a non-fundamental policy to invest, under normal market conditions, at least 80% of the value of its assets in companies in the SharesPost 100 List (measured at the time of investment).
The Fund’s minimum investment amount is $2,500.
Yes, as long as the broker where you hold your account has a selling agreement in place with the Fund.
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.