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From Pangea to Antipode: The Sovereignty Rewrite Through an Investor’s Lens

May 8, 2026 | 11 min read

Scott Voss

Managing Director, Senior Market Strategist

Mindy Lahrman

Principal,
Market Strategist

The Sovereignty Rewrite through an Investor’s Lens
  • Sovereignty is now a core underwriting variable. Policy, security, and regulation increasingly shape revenue durability, cost of capital, and exit outcomes alongside fundamentals.
  • Global integration is being replaced by managed fragmentation. Supply chains, technology, and capital flows are reorganizing around resilience and control, creating both structural friction and policy‑supported opportunities.
  • Success will increasingly depend less on predicting geopolitics and more on identifying where sovereignty reshapes industry structure, resets multiples, and constrains or protects market access.

Setting the stage

For the past thirty years, the architecture of global growth rested on interdependence: trade, capital, and technology moving across borders on the assumption that openness was self-reinforcing. That architecture is now cracking.

The fractures are familiar: a pandemic that turned supply-chain efficiency into supply-chain exposure; a war in Europe that accelerated sanctions and financial weaponization; and semiconductor controls that made decoupling a matter of official policy. The era of frictionless globalization is over. What comes next is more complex, more contested, and still taking shape.

Hemingway wrote that “the world breaks everyone, and afterward, many are strong at the broken places.” The question for investors is not whether the break is real. It is where strength, in both a literal and economic sense, accumulates afterward. We call that fault line the shift from Pangea to Antipode: if Pangea was convergence, Antipode is maximum divergence.

The implication is straightforward: underwriting must treat sovereignty as a first-order input. Map single points of failure, including jurisdictions, regulatory vetoes, and export and capital controls alongside fundamentals. The investors who thrive will not be those who saw the shift earliest; they’ll be the ones who updated their frameworks fastest.

The fault lines

This is not as simple as the U.S. and China decoupling. The definition of sovereignty is being extended from border control to system control: chips, data, energy grids, and capital. Across sectors, governments are asserting authority over what gets built, where it operates, and who can own it. In this game of tactics, the state is playing offense.

In public markets, these shifts show up as macro volatility. In private markets, they show up as underwriting risk captured in supply chains, compliance, cost of capital, and exits. The key is to translate geopolitical posture into asset-level fundamentals.

Economics – Porter crowding out Ricardo: For decades, Ricardo’s Comparative Advantage helped explain why supply chains optimized for lowest opportunity cost and scale. Today, sovereignty constraints are crowding out that logic: production is being rerouted for control, redundancy, and security. Export bans, investment screening, and industrial subsidies are becoming part of the baseline assumption.1

The takeaway: Investors must underwrite higher structural friction (capex, input costs, compliance), assume a narrower exit/buyer universe, and back businesses that should benefit from a world that favors Porter’s Competitive Advantage.

Technology – Convergence contested by walled gardens: The ability to protect and manufacture “thinking” will become a competitive advantage. The semiconductor war is a question of national security and national defense more than it is a trade dispute. The favorites in this race, the US and China, are building parallel tech ecosystems think of them as distinct AI stacks, separate chip supply chains, and competing data governance frameworks. Each side is betting that vertical integration and domestic control will prove more durable than interdependence.2

The takeaway: The semiconductor war and the AI arms race are reshaping where capital flows, which companies get built, and which economies compound. For investors, the question is no longer whether to have a view on AI infrastructure. It is whether your portfolio reflects that technological sovereignty is now a precondition for economic relevance.

Security – The underpriced put, marked to market: The US promise of global security, dating back to WWII, has been the most underpriced asset in global markets. In private equity terms, its reliability is now being marked to market, a business model disruption potentially more dramatic than any we have seen. Leading economies around the world are rapidly interpreting and accepting the new rules of the game. With this acceptance, they are rewriting their defense budgets at a pace not seen since the Cold War. AI’s physical layer is becoming sovereign infrastructure. We are not talking about roads, bridges, ports, or radio towers. Here, infrastructure includes energy grids, undersea cables, and semiconductor supply chains.

The takeaway: With tariffs and sanctions as bargaining chips, commercial deals in sectors that used to be purely civilian are now subject to national security review. Existing risk models are losing relevance, while new models are now considered classified.

This is not as simple as the U.S. and China decoupling. The definition of sovereignty is being extended from border control to system control: chips, data, energy grids, and capital. Across sectors, governments are asserting authority over what gets built, where it operates, and who can own it. In this game of tactics, the state is playing offense.

In public markets, these shifts show up as macro volatility. In private markets, they show up as underwriting risk captured in supply chains, compliance, cost of capital, and exits. The key is to translate geopolitical posture into asset-level fundamentals.

Economics – Porter crowding out Ricardo: For decades, Ricardo’s Comparative Advantage helped explain why supply chains optimized for lowest opportunity cost and scale. Today, sovereignty constraints are crowding out that logic: production is being rerouted for control, redundancy, and security. Export bans, investment screening, and industrial subsidies are becoming part of the baseline assumption.1

The takeaway: Investors must underwrite higher structural friction (capex, input costs, compliance), assume a narrower exit/buyer universe, and back businesses that should benefit from a world that favors Porter’s Competitive Advantage.

Technology – Convergence contested by walled gardens: The ability to protect and manufacture “thinking” will become a competitive advantage. The semiconductor war is a question of national security and national defense more than it is a trade dispute. The favorites in this race, the US and China, are building parallel tech ecosystems think of them as distinct AI stacks, separate chip supply chains, and competing data governance frameworks. Each side is betting that vertical integration and domestic control will prove more durable than interdependence.2

The takeaway: The semiconductor war and the AI arms race are reshaping where capital flows, which companies get built, and which economies compound. For investors, the question is no longer whether to have a view on AI infrastructure. It is whether your portfolio reflects that technological sovereignty is now a precondition for economic relevance.

Security – The underpriced put, marked to market: The US promise of global security, dating back to WWII, has been the most underpriced asset in global markets. In private equity terms, its reliability is now being marked to market, a business model disruption potentially more dramatic than any we have seen. Leading economies around the world are rapidly interpreting and accepting the new rules of the game. With this acceptance, they are rewriting their defense budgets at a pace not seen since the Cold War. AI’s physical layer is becoming sovereign infrastructure. We are not talking about roads, bridges, ports, or radio towers. Here, infrastructure includes energy grids, undersea cables, and semiconductor supply chains.

The takeaway: With tariffs and sanctions as bargaining chips, commercial deals in sectors that used to be purely civilian are now subject to national security review. Existing risk models are losing relevance, while new models are now considered classified.

ByteDance as a defining case study

At peak valuation, ByteDance was one of the most valuable private companies in the world. It then became a geopolitical flashpoint precisely because of an ownership structure, data architecture, and algorithmic infrastructure that straddled the fault line between two systems asserting incompatible claims over technology and information. For Western investors, the risk stopped being purely financial. It instead showed up in congressional hearings, forced divestment laws, and the reputational fallout of being tied – however indirectly – to a geopolitical conflict they never signed on to fight.

ByteDance is the most visible example, but the pattern runs deeper and cuts across data, consumer technology, and semiconductors

The lesson for private markets is pointed: in this new regime, the exit risk on a great company can be determined not by its fundamentals, but by its flag.

A regional SWOT

United States: Breaking its rules (and its balance sheet)

The US remains the world’s dominant military and economic power, but its role in the system has changed. For decades, it was the rule-setter, providing stability and predictability for global capital. Recently, it has begun to disrupt and overturn the very system it once established.

For the private market investor, this is both an opportunity and a threat. Domestic defense, energy infrastructure, and advanced manufacturing are benefiting from policy tailwinds that feel structural and permanent. The proof is in the private placement memoranda we review every day: the globalization thesis is quietly being edited out. The blackline replaces cross-border integration with domestic resilience and strategic independence. But those amendments are not free.

The US is carrying the heaviest debt load in its history, and debt service now competes with defense as the largest line item in the federal budget,3 putting policy ambitions and fiscal constraint on a collision course. For long-horizon investors, the durability of these tailwinds is not guaranteed; it is a variable that must be stress-tested.

US alliances are becoming more transactional: burden-sharing is rising, and commitments are less unconditional. Simultaneously, investment screening and outbound restrictions are redirecting American capital and technology away from markets deemed adversarial. The underwriting work is to model the second-order effects: which sectors gain protected demand and subsidized capacity, and which businesses lose markets, suppliers, or exit paths as the capital map is redrawn.

For investors, the US is simultaneously the most consequential capital allocator in the world and one of the most leveraged sovereigns. That tension does not resolve cleanly; it expresses itself through shifting burden-sharing, conditional market access, and a constantly redrawn map of permitted capital. The work is to underwrite that moving target. Actively underwriting versus passively allocating will show to be the difference.

Europe: The awakening

Europe is in a period of strategic reorientation, a moment the most aspirational have characterized as, “The Modern Day Renaissance.” Catalyzed by the Ukraine war and the related energy shock, it may become one of the more consequential investment stories of the next decade, resulting in allocators rotating capital into the transformation story. The outcome will hinge on execution, with checkpoints along the way.

For years, European leaders talked about strategic autonomy. Europe’s shift from rhetoric to implementation is increasingly encoded in acronyms: European Defense Industry Reinforcement through Common Procurement Act (EDIRPA) and Act in Support of Ammunition Production (ASAP) in defense, and the Foreign Subsidies Regulation (FSR) in economic security. The goal is to reduce fragmentation and accelerate capacity. Combined with rising national defense budgets, these initiatives are expanding the investable opportunity set across defense tech, digital infrastructure, and the energy transition relative to just three years ago.

Reforms to encourage competition are also on the agenda. European Commission President Ursula von der Leyen has promoted an initiative often referred to as EU Inc, intended to simplify how companies incorporate and operate across member states. The challenge is to bridge intent to reality. Separately, Europe has shown a greater willingness to deploy EU-level trade-defense and economic-security tools and to coordinate sanctions, signaling that the EU intends to act more literally as a “Union.”

For investors in businesses exposed to Chinese markets or dependent on seamless transatlantic trade, the environment is becoming increasingly constrained. Successful navigation requires close attention: which assets benefit from the European reindustrialization thesis, and which face the regulatory headwinds? And how confident can we be in the execution of the aspiration? Sector-by-sector and asset-by-asset analysis is not optional here. It is the job.

China: The long game

As Sun Tzu wrote, “the supreme art of war is to subdue the enemy without fighting.” China is playing a long-term, structural game, and it is willing to absorb near-term economic pain to claim future victory.

The domestic challenges are real: a stressed property market, elevated debt, and weak consumer spending. But none of that has changed Beijing’s strategic priorities. China is investing heavily with the goal of being self-sufficient. This means its own high-end chips, its own AI infrastructure, and its own advanced manufacturing. It clearly sees dependency as a vulnerability. With its scale and discipline, its economy has a case for its self-sustaining agenda.

For investors, China is no longer a binary question of in or out. The focus is on identifying which industries are affected by Western restrictions, which receive substantial backing from Chinese government funds, and which are influenced by both factors. The baseline for the next several years is managed competition. As we have found with the Strait of Hormuz, the Taiwan Strait and South China Sea are real risks that standard financial models currently fail to address. The irony is that China – the architect of the original Silk Road, the first-ever global exchange – now sits in a position to control access to many of its modern equivalents.

DeepSeek’s sovereignty play

DeepSeek crystallized something the market had theorized but not yet priced. When a state-adjacent Chinese lab released a frontier AI model built at a fraction of Western capex assumptions, it exposed the fragility of valuations underwritten on the assumptions of US technology primacy.

The deeper implication is structural: when your competitor doesn’t answer to the same return/regulatory requirements and may be absorbing sovereign subsidy invisibly in its cost structure, conventional competitive analysis breaks down. DeepSeek wasn’t a product launch. It was a sovereignty move.

Middle East: The skilled hedger

The Gulf states have transformed from passive recipients of global capital flows into dynamic architects of them. Saudi Arabia, the UAE, and Qatar have pursued a multi-vector foreign policy with impressive discipline: maintaining security ties with the US, deepening economic relationships with China, and preserving a working relationship with Russia. Instead of aligning with a single bloc, they have taken advantage of their energy resources to secure favorable agreements from all parties.

The result is a distinct investment environment. Gulf sovereign wealth funds are deploying capital at an unprecedented scale and actively seeking co-investment partners with institutional credibility. They quickly evolved from passive to active investors. They are also building out national capabilities in finance, technology, and defense as they diversify away from hydrocarbons, which creates genuine partnership opportunities for patient capital.

For investors, the multi-vector approach creates exposure to competing pressures from the US and China, and the region has demonstrated that economic strength and strategic sophistication cannot fully insulate an investment environment from geopolitical turbulence. The path back to the investment confidence levels that defined the region a few years ago is not yet clear, but the structural drivers remain compelling.

Idiosyncratic others: The role players

Canada, India, Israel, Japan, Pakistan, Mexico, Turkey, Singapore and others do not fit neatly into the US, China, Europe, Gulf geometry. They are the role players: countries whose leverage is defined by geography, resources, and security constraints more than bloc ideology. Each country sits at a crossroads of continents, chokepoints, and alliances, allowing them to broker, disrupt, or swing outcomes as market access is weaponized and supply chains are redrawn.

For investors, the common thread is negotiated influence. Canada and Mexico are being pulled into a tighter North American industrial perimeter, though politics and regulation keep the terrain uneven. Israel converts security necessity into technological edge, even as periodic conflict adds shock risk. Japan is the industrial stabilizer: a US-aligned technology power with deep China exposure, critical positions in advanced manufacturing supply chains, and policy instincts that favor resilience over drama. India is the scale outlier: strategically non-aligned but increasingly industrial-policy driven, positioning itself as a beneficiary of supply-chain diversification. Pakistan is a volatile hinge and occasional broker: a China-linked corridor state that recently served as an arbitrator in the Iran conflict. Turkey monetizes control of key corridors along with its position as a NATO member to trade cooperation for autonomy. Singapore’s value proposition has always been the corridor – neutral jurisdiction, stable rule of law, access to both East and West capital. “Singapore washing” was simply Chinese founders monetizing that corridor at scale: re-domicile, re-flag, and exit to a US acquirer without triggering either Washington or Beijing. The Meta-Manus collapse shows the corridor has limits. Beijing looked past the Singaporean façade, traced the technology and talent back to the mainland, and pulled the founders home. The checkpoint closed.

The UAE’s OPEC exit is the same calculation from the other direction. Abu Dhabi isn’t abandoning the Gulf – it’s refusing to be a passenger in it. Sitting at the crossroads of Asian demand, Western capital, and sovereign energy supply, the UAE has the reserve life and the infrastructure to act as a swing producer on its own terms. Leaving OPEC shows it is pricing itself as a principal rather than a member.

What connects them is the role player’s core logic: position at the seam, extract value from the gap, and move before the gap closes.

The underwriting requirement is idiosyncratic. These are country-by-country rulebooks with outsized tails: policy reversals, sanctions and compliance exposure, security flare-ups, and FX volatility can overwhelm fundamentals. The upside is structural: nearshoring and logistics in North America; allied defense/cyber ecosystems; hard-to-substitute commodity flows; Japan-linked industrial and semiconductor-tooling capacity that becomes more valuable as tech controls tighten; and transport corridors that gain value as the map fragments.

Pseudo sovereigns: The self-invited guests

A new, non-geographic group is rising: the pseudo sovereigns, and their right for a seat at the table. Alibaba, Alphabet, Anthropic, Apple, Meta, Microsoft, NVIDIA, OpenAI, SoftBank, SpaceX, and TSMC operate like platform states, controlling compute, clouds, models, distribution, capital networks, data pipes, and space that increasingly function as national infrastructure. Their standards shape what can be built and where it can operate. In the sovereignty rewrite, they are system operators, not just companies. For the purposes of this piece, they must be acknowledged, but in recognition of their significance, they deserve their own chapter. Look no further than Tim Cook’s new responsibilities at Apple to support this thesis. As of April 2026, he is transitioning from his long-standing role as CEO to a role where he will focus on high-level strategy including global policy engagement and international trade.

What this means for investors

A decade ago, the mantra of “investing in a globally connected world” implied stable rules, frictionless supply chains, and politics separate from markets. That premise no longer holds. Sovereignty and security priorities are increasingly determining where value is created, and who captures it.

The restructuring of global investment platforms offers perhaps the clearest illustration of decoupling’s direct impact on private markets. Firms that spent decades building integrated cross-border franchises are now being forced to unwind that architecture – not for strategic reasons but for sovereign ones. Regulatory scrutiny and the political liability of perceived dual allegiance are compelling some of the industry’s most storied names to formally separate operations that were one a source of competitive advantage into regionally soiled, bifurcated entities.

The events unfolding in the Strait of Hormuz this year have added a new dimension of urgency to these dynamics. The confidence shocks, the alliance frictions, and the accelerating push toward hedging and self-reliance are all forces private markets investors will be navigating for years to come.

A concise framework for underwriting in this regime:

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  • Move beyond “globalism vs. nationalism.” Identify exposures with policy tailwinds. Consensus is building around AI capability, defense, energy infrastructure, advanced manufacturing, and resilience. Increasingly scarce are business models dependent on seamless cross-border inputs or market access.
  • Use sovereign and platform capital as a signal, but underwrite distortion: subsidies, procurement preferences, state-backed champions, and who has the power to set standard can reset industry structure and multiples.
  • Underwrite sovereignty risk at the asset level: map critical suppliers and jurisdictions; export/licensing and data-residency exposure; reliance on payment/logistics corridors, and stress-test sanctions escalation, technology bifurcation, and chokepoint disruption in cash flows, financing terms, and exit paths.

This is the market we are underwriting today, and the map is moving while capital is being deployed. The penalty for old assumptions is trapped value, impaired exits, and volatility. Winners will treat sovereignty as a first-order input, stress-testing cash-flow transferability, supply-chain control, regulatory veto points, and the durability of market access. What was once Pangea now feels like its Antipode and the only question that matters is which side of the fault line your capital is on.

Footnotes
  1. Source: IMF: https://www.imf.org/en/blogs/articles/2023/08/28/the-high-cost-of-global-economic-fragmentation
  2. Source: Morgan Stanley and National Center for Energy Analytics: https://www.morganstanley.com/insights/articles/ai-market-trends-institute-2026; https://energyanalytics.org/the-rise-of-ai-a-reality-check-on-energy-and-economic-impacts/
  3. Source: Economic Policy Innovation Center: https://epicforamerica.org/federal-budget/interest-on-the-debt-surging-past-national-defense/
Disclosure

This piece has been written in partnership with EurAsia Group and certain information referenced above is sourced to their independent research.

HarbourVest Partners, LLC (“HarbourVest”) is a registered investment adviser under the Investment Advisers Act of 1940. This material is solely for informational purposes; the information should not be viewed as a current or past recommendation or an offer to sell or the solicitation to buy securities or adopt any investment strategy.  In addition, the information contained in this document (i) may not be relied upon by any current or prospective investor and (ii) has not been prepared for marketing purposes. In all cases, interested parties should conduct their own investigation and analysis of any information set forth herein and consult with their own advisors. HarbourVest has not acted in any investment advisory, brokerage or similar capacity by virtue of supplying this information.  The opinions expressed herein represent the current, good faith views of the author(s) at the time of publication, are not definitive investment advice, and should not be relied upon as such. This material has been developed internally and/or obtained from sources believed to be reliable; however, HarbourVest does not guarantee the accuracy, adequacy or completeness of such information. The information is subject to change without notice and HarbourVest has no obligation to update you.  There is no assurance that any events or projections will occur, and outcomes may be significantly different than the opinions shown here. This information, including any projections concerning financial market performance, is based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the express written approval of HarbourVest.

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Professional Investor Definition

“Professional Investor” under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and its subsidiary legislation) means:

(a) any recognised exchange company, recognised clearing house, recognised exchange controller or recognised investor compensation company, or any person authorised to provide automated trading services under section 95(2) of the SFO;

(b) any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;

(c) any authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;

(d) any insurer authorized under the Insurance Ordinance (Cap. 41 of the Laws of Hong Kong), or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong;

(e) any scheme which-

(i) is a collective investment scheme authorised under section 104 of the SFO; or

(ii) is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place,

or any person by whom any such scheme is operated;

(f) any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485 of the Laws of Hong Kong), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General) Regulation (Cap. 485A of the Laws of Hong Kong), or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of that Ordinance or who is an investment manager of any such registered scheme or constituent fund;

(g) any scheme which-

(i) is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (Cap. 426 of the Laws of Hong Kong); or

(ii) is an offshore scheme as defined in section 2(1) of that Ordinance and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place,

or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of that Ordinance;

(h) any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;

(i) except for the purposes of Schedule 5 to the SFO, any corporation which is-

(i) a wholly owned subsidiary of-

(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or

(B) an authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong;

(ii) a holding company which holds all the issued share capital of-

(A) an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or

(B) an authorized financial institution, or any bank which is not an authorised financial institution but is regulated under the law of any place outside Hong Kong; or

(iii) any other wholly owned subsidiary of a holding company referred to in subparagraph (ii); or

(j) any person of a class which is prescribed by rules made under section 397 of the SFO for the purposes of this paragraph as within the meaning of this definition for the purposes of the provisions of the SFO, or to the extent that it is prescribed by rules so made as within the meaning of this definition for the purposes of any provision of the SFO.

The first of such classes of additional “professional investor”, under the Securities and Futures (Professional Investor) Rules (Cap. 571D of the Laws of Hong Kong), are:

(k) any trust corporation (registered under Part VIII of the Trustee Ordinance (Cap. 29 of the Laws of Hong Kong) or the equivalent overseas) having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than HK$40 million or its equivalent in any foreign currency at the relevant date (see below) or-

(i) as stated in the most recent audited financial statement prepared-

(A) in respect of the trust corporation; and

(B) within 16 months before the relevant date;

(ii) as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared-

(A) in respect of the trust or any of the trust; and

(B) within 16 months before the relevant date; or

(iii) as ascertained by referring to one or more custodian (see below) statements issued to the trust corporation-

(A) in respect of the trust or any of the trusts; and

(B) within 12 months before the relevant date;

(l) any individual, either alone or with any of his associates (the spouse or any child) on a joint account, having a portfolio (see below) of not less than HK$8 million or its equivalent in any foreign currency at the relevant date or-

(i) as stated in a certificate issued by an auditor or a certified public accountant of the individual within 12 months before the relevant date; or

(ii)  as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date;

(m) any corporation or partnership having-

(i) a portfolio of not less than HK$8 million or its equivalent in any foreign currency; or

(ii) total assets of not less than HK$40 million or its equivalent in any foreign currency, at the relevant date, or as ascertained by referring to-

(iii) the most recent audited financial statement prepared-

(A) in respect of the corporation or partnership (as the case may be); and

(B) within 16 months before the relevant date; or

(iv) one or more custodian statements issued to the corporation or partnership (as the case may be) within 12 months before the relevant date; and

(n) any corporation the sole business of which is to hold investments and which at the relevant date is wholly owned by any one or more of the following persons-

(i) a trust corporation that falls within the description in paragraph (k);

(ii) an individual who, either alone or with any of his or her associates on a joint account, falls within the description in paragraph (k);

(iii) a corporation that falls within the description in paragraph (m);

(iv) a partnership that falls within the description in paragraph (m).

For the purposes of paragraphs (k) to (n) above:

  • “relevant date” means the date on which the advertisement, invitation or document (made in respect of securities or structured products or interests in any collective investment scheme, which is intended to be disposed of only to professional investors), is issued, or possessed for the purposes of issue;
  • “custodian” means (i) a corporation whose principal business is to act as a securities custodian, or (ii) an authorised financial institution under the Banking Ordinance (Cap. 155 of the Laws of Hong Kong); an overseas bank; a corporation licensed under the SFO; or an overseas financial intermediary, whose business includes acting as a custodian; and
  • “portfolio” means a portfolio comprising any of the following (i) securities; (ii) certificates of deposit issued by an authorised financial institution under the Banking Ordinance (Cap, 155 of the Laws of Hong Kong) or an overseas bank; and (iii) except for trust corporations, cash held by a custodian.

Institutional Investor / Accredited Investor Definition

An institutional investor as defined in Section 4A of the SFA and Securities and Futures (Classes of Investors) Regulations 2018 is:

(a) the Singapore Government;

(b) a statutory board as may be prescribed by regulations made under section 341 of the SFA, as prescribed in the Second Schedule of the Securities and Futures (Classes of Investors) Regulations 2018;

(c) an entity that is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is —

(i) to manage its own funds;

(ii) to manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or

(iii) to manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity that is wholly and beneficially owned, whether directly or indirectly, by the central government of that country;

(d) any entity —

(i) that is wholly and beneficially owned, whether directly or indirectly, by the central government of a country; and

(ii) whose funds are managed by an entity mentioned in sub‑paragraph (c);

(e) a bank that is licensed under the Banking Act 1970;

(f) a merchant bank that is licensed under the Banking Act 1970;

(g) a finance company that is licensed under the Finance Companies Act 1967;

(h) a company or co‑operative society that is licensed under the Insurance Act 1966 to carry on insurance business in Singapore;

(i) a company licensed under the Trust Companies Act 2005;

(j) a holder of a capital markets services licence;

(k) an approved exchange;

(l) a recognised market operator;

(m) an approved clearing house;

(n) a recognised clearing house;

(o) a licensed trade repository;

(p) a licensed foreign trade repository;

(q) an approved holding company;

(r) a Depository as defined in section 81SF of the SFA;

(s) a pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere;

(t) a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;

(u) a designated market‑maker as defined in paragraph 1 of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations;

(v) a headquarters company or Finance and Treasury Centre which carries on a class of business involving fund management, where such business has been approved as a qualifying service in relation to that headquarters company or Finance and Treasury Centre under section 43D(2)(a) or 43E(2)(a) of the Income Tax Act 1947;

(w) a person who undertakes fund management activity (whether in Singapore or elsewhere) on behalf of not more than 30 qualified investors;

(x) a Service Company (as defined in regulation 2 of the Insurance (Lloyd’s Asia Scheme) Regulations) which carries on business as an agent of a member of Lloyd’s;

(y) a corporation the entire share capital of which is owned by an institutional investor or by persons all of whom are institutional investors;

(z) a partnership (other than a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2005) in which each partner is an institutional investor.

An accredited investor as defined in Section 4A of the SFA and Securities and Futures (Classes of Investors) Regulations 2018 is:

(i)  an individual —

(A) whose net personal assets exceed in value $2 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;

(B) whose financial assets (net of any related liabilities) exceed in value $1 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount, where “financial asset” means —

(BA) a deposit as defined in section 4B of the Banking Act 1970;

(BB) an investment product as defined in section 2(1) of the Financial Advisers Act 2001; or

(BC) any other asset as may be prescribed by regulations made under section 341; or

(C) whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;

(ii)  a corporation with net assets exceeding $10 million in value (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe, in place of the first amount, as determined by —

(A) the most recent audited balance sheet of the corporation; or

(B) where the corporation is not required to prepare audited accounts regularly, a balance sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance sheet, which date must be within the preceding 12 months;

(iii) A trustee of a trust which all the beneficiaries are accredited investors; or

(iv) A trustee of a trust which the subject matter exceeds S$10 million; or

(v) An entity (other than a corporation) with net assets exceeding S$10 million (or its equivalent in a foreign currency) in value. “Entity” includes an unincorporated association, a partnership and the government of any state, but does not include a trust; or

(vi) A partnership (other than a limited liability partnership) in which every partner is an accredited investor; or

(vii) A corporation which the entire share capital is owned by one or more persons, all of whom are accredited investors.

Continuation solutions encompass a host of transaction types in which a GP secures interim liquidity and/or additional primary capital for their LPs in a strongly performing asset, or set of assets, that the GP will continue to own and control. Specifically, they include continuation funds, new funds created by GPs for the purpose of acquiring the asset(s) that continue to be managed by the same GP and capitalized by one or several secondary buyers, or equity recapitalizations involving a direct equity or structured equity investment into a portfolio company. These transactions can also include a parallel investment from the GP’s latest fund into that same pool of assets (a “cross-fund trade”).