Strategy insights 
Evergreen funds: Accessing private markets alpha
April 22, 2024
January 11, 2024 | 22 min read
While private infrastructure has not always garnered the headline grabbing attention of other private market segments, it has offered investors access to stable, inflation-adjusted returns and diversification in the low yielding environment of the last decade. Despite recent historic inflationary pressures and rapid central bank rate hikes, the 1-year infrastructure return to December 2022 of private infrastructure was 15.9%, making it the only asset class to increase over 2022.1 Further, between 2007 – 1H 2023, private infrastructure has consistently generated higher absolute and risk-adjusted returns relative to its public counterpart.2 The question for many investors becomes how to allocate to private infrastructure and how to capture the many positive trends taking place across private infrastructure’s growing opportunity set when building an infrastructure portfolio today.
What is infrastructure investing?
At HarbourVest we define infrastructure as the assets or services critical to the functioning of a region or country. These include utilities, transportation, communications, power, and social assets which provide essential services with monopolistic positions or high barriers to entry, low volatility of revenues, and cash flows which are often inflation linked. So-called “classic” infrastructure is represented by a variety of sub-sectors, including:
Utilities: Electricity and gas transition and distribution, district heating, water, and wastewater.
Transportation: Airports, toll roads, ports, rail, aviation, shipping, and environmental services.
Renewable and conventional power: Renewable generation, transitional energy, midstream infrastructure, and energy storage.
Communications infrastructure: Data centers, wireless network infrastructure, and fiber optic networks.
Social infrastructure/ Public Private Partnerships (PPPs): Hospitals, schools, and transport.
The asset class has expanded in response to increased demand from investors and changing global economic dynamics and, as a result, there is now a blurring of lines between infrastructure, real estate, and private equity. Newer infrastructure opportunities include energy transition technologies, logistics businesses, and various services businesses. Many of these private-equity type assets offer some similar characteristics to classic infrastructure like long-term contracts, defensive market positions, and relatively stable revenue streams. As private infrastructure evolves, investors are taking a more nuanced approach to the asset class, seeking different risk/return profiles and diverse ways to access the market.
Considerations for allocations to infrastructure
Allocations to infrastructure range by investor type and objectives and depend on (i) the desire or need for annual cash yield, (ii) liquidity requirements and investment timeframe, and (iii) the return and risk requirements.
In our experience, investors with mature plans with long-term liabilities and greater desire for annual cash yield typically allocate higher amounts to infrastructure, often in the 5-10% range of total AUM. OMERS, a Canadian pension plan and long-term infrastructure investor, stands out with a plan to increase its infrastructure allocation to 25%.3 Anecdotally, we have witnessed clients continuing to grow their infrastructure allocations as they rotate out of other real assets / private markets to focus on more stable cash yields and lower correlated asset classes. Low-risk infrastructure assets can reduce the overall volatility of an institutional portfolio4 and during 2023’s market volatility, private infrastructure — particularly lower risk infrastructure — has been a diversifier within a wider portfolio. Given the often-strong inflation linkage and long-term capital structures of core infrastructure assets, infrastructure assets have frequently outperformed other asset classes in periods of higher inflation. It’s no wonder then that, according to one study, 57% of LPs are taking note and planning to increase their allocation to infrastructure.5
Investors’ median current and target allocation to infrastructure by region
No Data Found
Source: Preqin 2023 Global Infrastructure Report
Investors’ median current and target allocation to infrastructure by investor type
No Data Found
Source: Preqin 2023 Global Infrastructure Report
Infrastructure Risk/Return Spectrum
When designing an infrastructure portfolio, infrastructure investors should consider the trade-off between absolute returns, risk adjusted returns, and capital gains versus yield. Typically, lower-risk assets will generate steady ongoing cash flow whereby at least half the return is generated from yield and the remainder from asset value appreciation. Higher risk/return investing will typically generate most of its return from capital gain on exit. These investments tend to be shorter term in nature, exhibit more valuation volatility, and have a typical hold period of 5-10 years.
In thinking about infrastructure investments, the market typically categorizes them into three primary buckets: Core, Core Plus (including “Build to Core”), and Value-Add. These can be understood as:
Core
Core assets are typically operational, have limited volumetric risk and high margins, and annual yield is usually a significant portion of ongoing return. Revenues and cash flows are normally generated by regulated rates of return, availability payments (which provide for the payment of revenue as long as a facility is able to be used), or long-term contacts with creditworthy parties. Core assets tend to be long-term in nature, some with asset durations 100+ years in length.
Core Plus
(including Build to Core)
These assets have some similarities to core infrastructure but generally include a development or GDP-linkage component. There may also be an investment thesis focused on asset or contract optimization/de-risking.
Value-Add
These assets typically have some commodity price, growth, technology, expansion, or repositioning orientation and may include a greenfield (development) component. A significant proportion of ongoing return is typically generated from capital gains on exit. These investments will typically have a five-to-seven-year hold period.
When considering these options, infrastructure investors need to weigh their different risk and return targets. In our experience, infrastructure investors with a desire for less correlated returns and cash yield will typically allocate ~2/3 of an infrastructure portfolio to Core and Core Plus with ~1/3 being allocated to Value-Add. This allocation split also broadly mirrors the size of the market opportunity. Investors seeking higher returns while still seeking diversification from other private and public investments would allocate more evenly across the Core, Core Plus, and Value-Add segments.
In addition to the general classifications of Core, Core Plus and Value-Add, investors should think about their portfolio in terms of the different exposures (known as revenue drivers) at each level of risk.
Managing Director,
Infrastructure and Real Assets
Principal, Infrastructure and Real Assets
Source: HarbourVest analysis
Not all infrastructure sub-sectors are created equal and understanding the revenue profile of assets is critical in investment selection. For example, one airport asset can be economic based and subject to passenger numbers, which are correlated to GDP, while other airport assets can have availability-based or regulated revenues which will not be subject passenger numbers and have more predictable revenues, subject to meeting minimum operational requirements. The main infrastructure revenue types are:
- Availability based: Revenue based on assets being operational/available to be used (not directly tied to volumes) often at certain efficiency rates.
- Regulated: Rate regulated returns set by a governing body, subject to operational performance.
- Long-term contracted: Mid to long-term contracted revenue with high quality counterparts.
- Economic based: Revenue driven by amount of usage at underlying price per use.
Infrastructure benchmarking
With the above in mind, investors might begin to think about how to apply some of these principles to their own portfolio. Benchmarking is a key step in that process.
A benchmark is a standard or measure that can be used to analyze the performance, allocation, risk, and return of a given portfolio. For infrastructure portfolios, however, there is not a widely accepted standard for benchmarking. Rather, institutions take varying approaches depending on their risk and return objectives, average target duration, base currency, and liability exposure (for example, CPI). HarbourVest has seen institutions take three approaches to benchmarking infrastructure: objective driven, peer group, and public market equivalent.
Description
Strengths
Limitations
Objective-driven
Compares portfolio with overall objective-oriented benchmark (e.g., CPI +3%, 7% IRR, 7% Time Weighted Return).
Aligns with overall objective.
Simple and intuitive.
Objective-driven benchmark is not an investable alternative.
Peer group
Measures performance metrics to a custom fund peer group or broad-based universe (Burgiss Global Infrastructure).
Intuitive to explain.
Ease of calculation.
Can be difficult to identify and specify the appropriate peer groups and/or universe.
Survivorship bias.
Public market equivalent
Compares performance relative to the public markets proxy.
Allows to compare PE performance relative to the public markets.
Allows for investments with irregular cash flows.
Does not adjust for different risk profiles (e.g., capital structure).
Assumes cash flows are reinvested at the same rate of return.
Objective-driven
Description:
Compares portfolio with overall objective-oriented benchmark (e.g., CPI +3%, 7% IRR, 7% Time Weighted Return).
Strengths:
Aligns with overall objective.
Simple and intuitive.
Limitations:
Objective-driven benchmark is not an investable alternative.
Peer group
Description: Measures performance metrics to a custom fund peer group or broad-based universe (Burgiss Global Infrastructure).
Strengths:
Intuitive to explain.
Ease of calculation.
Limitations:
Can be difficult to identify and specify the appropriate peer groups and/or universe.
Survivorship bias.
Public Market Equivalent
Description:
Compares portfolio with overall objective-oriented benchmark (e.g., CPI +3%, 7% IRR, 7% Time Weighted Return).
Strengths:
Aligns with overall objective.
Simple and intuitive.
Limitations:
Objective-driven benchmark is not an investable alternative.
Infrastructure inflation protection opportunities
Infrastructure can provide positive inflation linkage in a portfolio. However, not all infrastructure should be treated equal when it comes to the level of inflation linkage.
Revenues
On the revenue side, inflation linkage can be contractual whereby revenues are contractually linked to inflation. For example, the tolls in a toll road may be linked to CPI, effectively growing annually at CPI. Furthermore, regulated monopolies like utilities can have explicit inflation linkage build into the remuneration formula. These examples offer the most direct inflation linkages as revenues will rise in line with the inflation escalator formula; however, some of the inflation benefits to revenue may be lagged.
Some infrastructure assets exhibit a strong but not direct linkage of revenues to changes inflation (correlated to inflation). This is the case with assets that have high barriers to entry and low-price elasticity of demand and protect their returns in periods of rising inflation. Examples of correlated investments include some transportation investments like ports and airports.
Investments to be mindful of are nominal investments that operate under fixed payments with no inflation linkage, and no ability to increase prices in an elevated inflation environment. Some long-term solar and onshore wind investments operate under long-term contracts with no inflation linkage.
Costs
On the cost side, infrastructure assets tend to have high operating margins. For example, it is not uncommon for toll roads to operate with 75%+ EBITDA margins. The high level of operating leverage reduces the impact of rising costs on cash flows. Furthermore, some infrastructure assets have contracts that allow rising input costs to be passed on to the counterparties, reducing the impact of rising costs.
Other Forms of Inflation Protection
In an inflationary environment as prices of materials and labor increase with inflation, replacement costs for tangible assets follow inflation and asset values tend to track these replacement costs.
In terms of capital structure, many infrastructure assets are financed by long-term fixed-rate debt that can be shielded from the impact of higher financing costs (caused by higher inflation). Furthermore, inflation can depreciate the value of nominal debt, enabling the assumption of additional leverage.
How to access the asset class: infrastructure transaction types
Once investors have decided on a long-term target to infrastructure and the risk/return and yield consideration highlighted above, investors then need to decide how to access infrastructure investment opportunities: primary investments, secondary investments, and direct investments. Like in other areas, the optimal portfolio combination of these can depend on an allocator’s liquidity requirements, diversification requirements, and team staffing/expertise.
Primary Investments
Overview
Investment into fund managers as a Limited Partner. Primary investments typically have a longer holding period of 10-14 years.
Benefits
- Primaries provide important diversification across infrastructure sub-sectors, geographies, and managers.
- Can provide infrastructure exposure with limited team execution resources or asset expertise (either through a Fund of Funds, SMA or direct primary approach).
- A primary allocation can help drive co-investment deal flow.
- A small primary allocation early in the life of an infrastructure program is important to mitigate potential concentration risks to any one sub-sector, transaction, or manager, while retaining potential upside from a performance perspective although generally comes with the drawback of a investment “J-curve”.
Secondary investments
Overview
There are broadly two types of secondary opportunities:
- LP-led: The existing LP sells to a secondary buyer its’ fund interest(s) in infrastructure fund(s). The buyer replaces the LP in any fund in which interests are acquired.
- GP-led: Portfolio companies are transferred into a new vehicle. Existing LPs have the option to either roll over or sell the interest to a secondary buyer. To align the GP with the secondary buyer, new terms are implemented at the acquired stake.
The holding period for secondary investments can vary. Typically, secondaries have a shorter holding period of 3-5 years; however, some GP-led secondaries (notably in Core infrastructure) can be structured to have a long-term hold with no planned exit.
Benefits
- Secondaries are beneficial to include early in the life of an infrastructure program given their “J-curve” mitigation and diversification benefits.
- Secondaries offer vintage year diversification (including backward year diversification), accelerated deployment and a shorter timeline to exit.
- Secondary investments have exhibited lower dispersion of returns, which can improve the overall risk/ return profile of the program.
- Secondary investments require a large team and high level of expertise in both infrastructure assets but also in secondary transaction structuring
Direct investments
Overview
Direct investments are investments into infrastructure assets involving a change of control in the underlying investment. Holding periods for direct investments can vary from a 5-year hold to a long-term hold with no planned exit. Direct investments or co-investments require an experienced team with a nimble investment approval process.
Direct investments are typically significant minority or majority (20-50% ownership) transactions into an infrastructure asset. Direct co-investments involve investing alongside an infrastructure fund or strategic investor in a deal. Direct co-investments are typically minority (<20% ownership) transactions and may involve certain governance rights.
Benefits
- Can provide attractive return profiles depending on the investment with a high degree of visibility into the underlying assets.
- Investments into direct assets give investors the greatest capacity to tailor exposure and focus on exact exposures.
- Direct investments can come with reduced economics compared to a traditional primary fund (most often when paired with a primary investment).
- Direct investments generally result in slower deployment and require a larger and more experienced team.
In addition to the above, when considering fund investments an investor should consider which kind of fund to utilize, as well as the benefits those funds offer. These can be thought of in the following ways:
Liquidity
Separate accounts
Bespoke fund of one vehicle for a single client which can take the form of a closed-ended vehicle or sometimes an open-ended vehicle.
Closed-ended funds
Committed capital is locked-up for the fund term which is typically 10 with extensions which can be up to 4 years (14 years total).
Open-ended funds
Typically, there is no fixed term; there is typically monthly or quarterly subscriptions and redemptions. Commitments may be subject to a lock-up period. Institutions requiring liquidity optionality may prefer the open-ended fund format.
Income vs. capital gains
Separate accounts
Bespoke fund of one vehicle for a single client which can take the form of a closed-ended vehicle or sometimes an open-ended vehicle.
Closed-ended funds
It is more common to find core plus and value-add infrastructure vehicles in the closed-ended fund format. Typically, more than half the return comes from capital gain from exiting investments before the end of the fund’s term.
Open-ended funds
It is more common to find core infrastructure in the open-ended fund format. Typically, there is an emphasis on delivering ongoing income and growing NAV. Typically ongoing income will comprise at least half of the total return. Assets may be held in perpetuity or to the end of the concession.
J-curve
Separate accounts
Bespoke fund of one vehicle for a single client which can take the form of a closed-ended vehicle or sometimes an open-ended vehicle.
Closed-ended funds
New money is exposed to the J-curve.
Open-ended funds
New commitments are invested in the entire portfolio, providing ongoing cash yield. Open-ended funds can be used as a tool to kick-start an infrastructure allocation, proving immediate diversification with “J-curve” mitigation.
Valuation
Separate accounts
Bespoke fund of one vehicle for a single client which can take the form of a closed-ended vehicle or sometimes an open-ended vehicle.
Closed-ended funds
Valuations are typically triangulated using a range of approaches including public and private market comparables, precedent transactions and asset-based valuations. Investors’ returns are based on cash flows and final asset sales at market value.
Open-ended funds
Valuation is typically based on a long-term discounted cash flow analysis, valued by third party valuation firms. Investors invest / redeem based on unrealized asset values. Investors in the same vehicle may achieve different holding period returns depending on the timing of commitments and redemptions.
In summary, the decision around where to allocate (Core, Core Plus, Value-Add) and how to allocate (Primary, Secondary, Direct) will lead to different optimized outcomes across the various investor objectives. These can be understood through the below chart which visualizes the risk return profile of these options.
Risk/Return Profile
Transaction Type
Yield
Capital Gains
Diversification*
Deployment pace
Inflation linkage
Duration
Core/Core + Infrastructure
Primary
Secondary
Direct Co-Investments
Value-Add Infrastructure
Primary
Secondary
Direct Co-Investments
Source: HarbourVest analysis.
Infrastructure case study: The impact of portfolio choices
To understand and illustrate the impact of a more multi-dimensional approach and the various portfolio construction choices, we developed a hypothetical example based on discussions with potential new infrastructure investors. Critical metrics in the quantitative analysis included measurements across return, risk, liquidity, and time horizon that we believe are crucial to assessing and targeting an exposure’s overall risk/return profile and optimizing an infrastructure allocation strategy.6
Objectives:
The primary goal was to develop a 10-year tactical investment plan for a public pension fund to reach and maintain a 5% infrastructure allocation in OECD developed markets with an emphasis on renewable energy and energy transition investments. As a second order, the portfolio had a stated return objective of capital appreciation targeting an overall 10% – 12% net return with 3%-4% annual yield.
The final objective was to create a long duration portfolio of Core and Core plus, and value-add infrastructure investments diversified by strategy, stage, vintage, and geography that was comprised of non-cyclical, stable cash flow investments with low variable costs. Liquidity was not a current concern; rather the goal was to slowly scale the program to target 5.0% allocation within 5-7 years with consistent investment pacing and capital committed over multiple cycles to gain exposure.
Analysis:
Based on the defined above objectives, the investing path included two distinct phases:
- Ramp-up phase during the first five years.
- Build-out phase over the second five-year period.
Illustrated in greater detail below, the ramp up phase included a 50% allocation to a mix of Core and Core plus infrastructure secondaries and direct commitments. Core and Core plus holdings represent a solid anchor for new portfolios, bringing stability along with income that can contribute to earlier cash flows. We also believe secondaries can play a crucial role in the life of a new infrastructure program, including the ability to acquire assets at a discount to fair market value and potential J-curve mitigation – which can create the opportunity for positive returns earlier in the life of a program. Secondaries also can bring important vintage year diversification, accelerated deployment, and a shorter timeline to exit while also exhibiting lower return dispersion, all which support improving the overall risk/ return profile of the program in the early years.
Projected cash flow and NAV development
Initial ramp phase
$1.4 billion annual commitment for 5 years (2023-2027)
Portfolio construction:
- 50% Core/Core+ (Evergreen) Secondary/Direct)
- 25% Core/Core+ Infrastructure Primary
- 15% Value Add Primary
- 10% Value Add Secondary/Direct
Build out phase
$700 million annual commitment for 5 years (2028-2032)
Portfolio construction:
- 50% Core/Core+ Infrastructure Primary
- 30% Value Add Primary
- 20% Value Add Secondary/Direct
-
Maximum NAV
-
Cumulative commitments
-
Positive cumulative net cash flow
Target NAV achieved
During ramp up, in addition to secondaries, we believe direct co-investments provide attractive return profiles as well as a high degree of visibility into underlying assets. While they can be more concentrated in nature, investments into direct assets gives investors the greatest capacity to tailor exposures and customize targeted objectives. In this instance, important aspects of the ramp up phase included:
- A significant allocation (25%) to Core and Core plus primaries, which provides diversification early.
- A 25% commitment to higher growth value-add infrastructure strategies across primaries, direct co invest, and secondary transactions.
- And, based on objectives, we were able to use Core and Core plus direct co investments to supplement the secondary investing to seek to meet the longer-term objective of capital appreciation.
Finally, in the build out phase the percentages clearly shift not only across infrastructure strategies but also transaction types, with 50% of the portfolio migrating into stable Core and Core plus primaries. As illustrated, the shift included a 30% allocation to higher growth diversified primaries and 20% allocated to value add direct and secondary transactions which believe can be additive to cash flows and the return profile of the portfolio in the later years.7
Key Takeaways
When building an infrastructure portfolio there is no one single approach. Allocators need to consider their target return and risk profile including a requirement for ongoing yield compared to capital gains, desired inflation linkage, required liquidity, and time horizon. Investors must also consider their risk tolerance, deployment timeline and size and expertise of the team when selecting how to access the market.
While the allocation should be long-term, we also believe it is important to update approaches to the constant evolving market opportunity. As allocators increasingly focus on infrastructure assets, and the opportunity set continues to expand with growth opportunities, how investors construct their portfolios is taking on greater importance. In fact, we believe the how of infrastructure portfolios is increasingly linked to optimizing portfolio construction, including the potential level of downside protection offered and the excess return generated. At HarbourVest, we believe that taking advantage of market opportunities when combined with systematic diversification across several risk dimensions including transaction types, geographies, vintage years, revenue-types and infrastructure sub-sectors can improve both the risk budget and return profile of an infrastructure portfolio, and help allocators achieve their targeted objectives while optimizing their outcomes and performance.
Would you like to discuss Infrastructure Investing?
Footnotes
- Preqin Global Report on Infrastructure 2024
- Preqin Private Capital Quarterly Index, Preqin – Alternative Assets Data and Intelligence – Databases, Publications and Research
- https://www.omersinfrastructure.com/news/omers-infrastructure-hires-managing-director-to-drive-further-investments-in/
- HarbourVest analysis of private equity, private debt, and public market indexes compared to private infrastructure. Sources: Burgiss, Bloomberg.
- Infrastructure Investor, “Infra is ‘holding up pretty well’ Campbell Lutyens’ Banjai says, Nov 15, 2023
- For illustrative purposes only. There is no guarantee that the hypothetical investment plan discussed herein would achieve its stated goals. Not intended to predict the performance or outcome of any infrastructure investment or any future investment in a HarbourVest fund/account.
- The projected cash flow and NAV development is based on certain assumptions made by HarbourVest. Such assumptions are themselves subject to uncertainty and does not represent the actual experience of any investor or HarbourVest. HarbourVest disclaims any and all responsibility for any errors and accuracy of the information that may be contained herein. The information and data included herein have been compiled by HarbourVest from a variety of sources, and are subject to change without notice. HarbourVest makes no warranties or representations whatsoever regarding the quality, content, completeness, suitability, adequacy, sequence, accuracy, or timeliness of such information and data.
Disclosure
This is a marketing communication intended for use by institutional and professional investors only. This presentation has been provided to you for informational purposes only. This presentation is being provided in order to assist the prospective client in determining the appropriate structure and terms for the proposed funds referenced herein.
This document contains confidential and proprietary information and should not be disseminated without express written consent from HarbourVest. The Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). As a result, investors will not receive the protections of the Investment Company Act of 1940 afforded to investors in registered investment companies (i.e. “mutual funds”).
This communication does not constitute an offer to sell or the solicitation of an offer to buy interests in the Fund or any other fund or investment product sponsored by HarbourVest, or investment services provided by, HarbourVest Partners L.P. or its affiliates. Such an offer may be made only to qualified investors by means of delivery of a confidential Private Placement Memorandum or similar materials that contain a description of the material terms of such investment. No sale will be made in any jurisdiction in which the offer, solicitation, or sale is not authorized or to any person to whom it is unlawful to make the offer, solicitation, or sale. Offers and sales of interests in the Fund may not be registered under the laws of any jurisdiction. The information in this communication is highly confidential and must be read in conjunction with the Private Placement Memorandum of the Fund. This communication does not purport to contain all the information relevant to evaluating an investment in the Fund described herein.
An investment in the Fund involves a high degree of risk and therefore should be undertaken only by prospective investors capable of evaluating the risks of the Fund and bearing the risks such an investment represents. There is no guarantee that the investment strategy will be successful or that the Fund will achieve its objective or the suggested returns. Past performance is not a reliable indicator of future results and there can be no assurance that any HarbourVest fund will achieve comparable results. If you make a decision to invest, you will be buying units / shares in the Fund and will not be investing directly in the underlying assets of the Fund. There can be no assurances that trends will continue.
Past performance information is presented in a manner that HarbourVest believes to be comprehensive and appropriate for prospective investors to assess the performance of the respective HarbourVest funds. Notwithstanding the foregoing, HarbourVest can make available, upon request, annualised performance information relating to any closed HarbourVest funds referenced herein for the preceding 5 years (or, if the respective funds were less than 5 years old, for the whole period since inception) based on complete 12-month periods.
Risks Related to the Structure and Terms of the Private Equity Funds. Investments in a fund of funds structure may subject investors to additional risks which would not be incurred if such investor were investing directly in a fund. Such risks may include but are not limited to (i) multiple levels of expense; and (ii) reliance on third-party management. In addition, private equity funds may issue capital calls, and failure to meet the capital calls can result in consequences including, but not limited to, a total loss of investment. The Fund may make investments that may not be advantageously disposed of prior to the date on which the Fund is dissolved. Although HarbourVest expects that the investments will be disposed of prior to dissolution or be suitable for distribution in-specie at dissolution, HarbourVest has a limited ability to extend the term of the Fund, and the Fund may have to sell, distribute, or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Fund charges will be incurred in multiple currencies, meaning that payments may increase or decrease as a result of currency exchange fluctuations. The Fund may be subject to substantial fees including transaction fees. These fees are paid out by the Fund, which will impact on the overall return of the Fund. No secondary public market for the sale of units / shares in the Fund exists, nor is one likely to develop. The ability to redeem units / shares will be limited and subject to certain restrictions and conditions as described in the Fund’s Private Placement Memorandum. Performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
Risk of Loss. The investment opportunity is available only for sophisticated investors who are aware of the risks of investing in private funds and an investor must have the financial ability to understand and willingness to accept the extent of their exposure to the risks and lack of liquidity inherent in an investment in any fund described in this communication. There can be no assurance that the operations of a HarbourVest-managed fund or account will be profitable or that a HarbourVest-managed fund or account will be able to avoid losses or that cash from operations will be available for distribution. The possibility of partial or total loss of capital of a portfolio exists, and prospective investors should not subscribe unless they can readily bear the consequences of a complete loss of their investment. Diversification does not protect against losses. Capital is at risk and risk management does not remove risks or prevent losses.
Leverage. A HarbourVest-managed fund or account may use leverage in their investment strategy. Leverage may take the form of loans for borrowed money or derivative securities and instruments that are inherently leveraged, including options, futures, forward contracts, swaps and repurchase agreements. A fund or account may use leverage to acquire, directly or indirectly, new investments. The use of leverage by a fund or account can substantially increase the market exposure (and market risk) to which such fund’s or account’s investment portfolio may be subject.
Illiquidity of Interests; Limitations on Transfer; No Market for Interests. An investor in a HarbourVest-managed closed-end fund or account will generally not be permitted to transfer its interest without the consent of the general partner of such fund. Furthermore, the transferability of an interest will be subject to certain restrictions contained in the governing documents of a closed-end fund and will be affected by restrictions imposed under applicable securities laws. A HarbourVest-managed open-end fund or account will generally provide limited liquidity events for investors, subject to certain restrictions contained in the governing documents of an open-end fund and will be affected by restrictions imposed under applicable securities laws. There is currently no market for the interests in HarbourVest-managed funds or accounts, and it is not contemplated that one will develop. The interests should only be acquired by investors able to commit their funds for an indefinite period of time, as the term of the closed-end fund could continue for over 14 years. In addition, there are very few situations in which an investor may withdraw from a private equity closed-end fund. The possibility of total loss of an investment in a fund exists and prospective investors should not invest unless they can readily bear such a loss.
Availability of Suitable Investments. The business of identifying and structuring investments of the types contemplated by HarbourVest-managed funds or accounts is competitive and involves a high degree of uncertainty. Furthermore, the availability of investment opportunities generally will be subject to market conditions and competition from other groups as well as, in some cases, the prevailing regulatory or political climate. It is possible that competition for appropriate investment opportunities may increase, which may reduce the number of opportunities available and/or adversely affect the terms upon which the investments can be made. General economic conditions, including interest rates, the availability of financing, the price of assets and participation of other investors in the financial markets may adversely affect the value and number of investments made by the Fund. No assurance can be given that the stability of the financial markets in which the Fund may make investments will not be subject to significant deterioration.
Reliance on the General Partner and Investment Manager. The success of HarbourVest-managed funds or accounts will be highly dependent on the financial and managerial expertise of the fund’s or account’s general partner and/or investment manager and their expertise in the relevant markets. The quality of results of the general partner and/or investment manager will depend on the quality of their personnel. There are risks that death, illness, disability, change in career or new employment of such personnel could adversely affect results of the fund or account. With respect to commingled funds, the limited partners will not make decisions with respect to the acquisition, management, disposition or other realization of any investment, or other decisions regarding the commingled fund’s businesses and portfolio.
Potential Conflicts of Interest. The activities of a HarbourVest-managed fund or account may conflict with the activities of other HarbourVest-managed funds or accounts. The Fund will be competing for investments with other parties.
Infrastructure Strategy Risks. Investments in infrastructure and real assets entail certain specific risks, including fluctuations of commodity prices, uncertainty of reserves, exploration and development risks, uncertainty in the developing alternative energy markets and technology, and governmental support and regulations. HarbourVest may be exposed to substantial risk of loss from environmental claims arising in respect of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment could create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Investments in natural resources and energy services companies, including mining and oilfield service, product manufacturing, and technology businesses that are involved in the preparation, drilling, completion, production, and abandonment of oil and gas wells and mines could be subject to fluctuations in the demand for their services based on commodity prices, the macroeconomic environment, customer concentration, availability of alternative technologies or services and political or market pressures favoring these alternatives.
Complete information on the risks of investing in a Fund are set out in the relevant Fund’s Private Placement Memorandum.
Please refer to the website https://www.harbourvest.com/eu-sfdr-disclosure/ for further information in relation to certain sustainability-related aspects of the Fund
For additional legal and regulatory information related to HarbourVest offices and countries please refer to https://www.harbourvest.com/important-office-and-country-disclosures/
For information regarding the collection, use and sharing of personal data in accordance with Regulation (EU) 2016/679 (the “General Data Protection Regulation” or the “GDPR”), please refer to the https://www.harbourvest.com/privacy-policy/.
