Regulation and Liquidity
Interval Funds and the Investment Company Act of 1940 (the “1940 Act”)
Private investments across real estate, credit, equity, or infrastructure are typically locked-in, illiquid investments with time horizons of 7 to 10 years. The secondaries marketplace provides investors with an exit option allowing the sale of a fund prior to the end of its holding period. Over the past several years, the secondary market has evolved significantly, providing LP investors with opportunities to actively rebalance portfolios across sectors, investment horizons, GP, liquidity, or capital call schedules.
Primary Market (Key Characteristics)
The 1940 Act is an act of Congress that regulates investment companies engaged in the business of investing, owning or trading securities. This includes investment vehicles such as mutual funds, ETFs, closed end funds (interval funds) and unit investment trusts.
One of the primary purposes of the 1940 Act is to protect investors by ensuring proper disclosure of investment objectives and risks associated with owning the underlying securities held by the investment vehicles.
Historically, investment vehicles that focus on public markets such as equities and bonds are 1940 Act registered while investment vehicles that focus on private market strategies such as direct lending, real estate, venture capital or private equity are generally not 1940 Act registered.
A key differentiator amongst investment vehicles is the liquidity offered by the fund. ETFs are the most liquid offering intra-day liquidity, followed by mutual funds offering daily liquidity. Interval funds are mandated by regulation to offer periodic liquidity for a pre-specified amount. Tender offer funds provide liquidity on a discretionary basis and for a discretionary amount. Both LPs and LLC typically offer no liquidity and often require lock up periods averaging 7 years or longer.
Secondaries Market (Key Characteristics)
A Secondaries fund invests across multiple GP funds across strategies or sectors, often gaining exposure to dozens of portfolio companies
Fund purchases interest from existing LP investor, allowing initial LP to exit, creating liquidity for an illiquid investment
Transaction price between fund and existing LP often occurs at a discount to NAV, providing immediate IRR gain and downside protection for fund
Shortens payback period, with exposure to more mature portfolio companies
Mitigates blind pool risk, minimizes J-curve exposure
Assume the obligation to provide funding for future capital calls but also gain the right to receive future distributions