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Three Common Questions About When and How to Use Evergreens and Drawdowns in Private Equity Programs

April 14, 2025 | 11 min read

Monique Austin

Managing Director, Head of Evergreen Solutions

Andrew Harrower

Vice President, Quantitative Investment Science

Drew Snow

Principal, Evergreen Portfolio Manager

As institutions, individual investors, and their advisors increasingly embrace the investment case for allocating across public and private equity (PE), many have moved from the question of why PE to the question of how best to build and maintain a successful private equity program. Until recently, the question of how to build a private equity program revolved around the degree of diversification and which private equity sub-asset classes to use (e.g., fund-of-funds, buyout funds, growth equity funds, secondary funds, co-investment funds, etc.). Recent structural innovations have, however, presented an additional choice to investors. Do they want to build their private equity program using traditional drawdown funds, do they want to use evergreen private equity vehicles, or do they want to use a combination of the two?

HarbourVest research has shown that, historically, broadly diversified private equity portfolios provided both higher average returns and lower risk (as measured by the risk of not meeting an investor’s required return to be in the asset class) than more concentrated ones. As a consequence, this paper compares evergreen funds (which are inherently diversified) with broadly diversified drawdown funds.

This paper focuses on the latter how choice described above. It seeks to help investors evaluate the considerations around when one structure or another is appropriate for different investor needs. We do this by answering three questions:

  1. When constructing a new diversified private equity program, when might an investor prefer an evergreen fund?
  2. When constructing a diversified private equity program, when might drawdown funds be a better option?
  3. Under what circumstances might it make sense to use both drawdown and evergreen funds?

A brief summary of the difference between drawdown and evergreen funds

When an investor invests in a drawdown fund, they are committing capital that the general partner (GP) managing the fund can request, or “call down” (hence the name “drawdown” fund), as needed for investments. As the GP creates liquidity either by selling or listing investments, it returns capital to investors through cash or stock distributions. In this structure, the investor manages their own liquidity to meet the capital calls and the reinvestment of the cash or liquid securities they receive.

Conversely, in an evergreen structure, an investor funds their commitment in cash to the private equity vehicle upfront for participation in an existing pool of assets. In that case, the GP, not the investor, manages the cash necessary to both make investments and reinvest liquidated investments.  

When evaluating the investment performance of drawdown and evergreen funds, it is challenging to do a true like-for-like comparison given the number of assumptions required for the analysis. Across both structures, variables include the cost of capital for uncalled amounts; the operational cost to manage liquidity; the timing of reinvestment; structural differences in the administration of fees and carry; and investor behavior through recessionary periods, either remaining invested in evergreens or continuing to make new commitments to drawdowns. Our conclusion is that over the long term, as an average expectation, we would encourage investors to look at the returns obtainable from diversified drawdown and evergreen funds as broadly comparable and that the reasons for preferring one structure or another arise from material but non-performance-related preferences.

In this paper we draw upon our experience, as well as insights from in-house research, to address three common questions we are hearing about the potential use cases for evergreens and drawdowns.

Question 1: When constructing a new diversified private equity program, when might an investor prefer an evergreen fund?

When constructing a new diversified private equity program, an investor may prefer an evergreen fund if they want to:

  • Create immediate access to private equity exposure.
  • Make an asset class allocation decision.
  • Lower the complexity of owning the asset class.
  • Control liquidity timing (with certain restrictions).

How is this achieved? As noted above, investors in evergreen vehicles contribute their entire investment when they commit to the fund. In so doing, they purchase into the fund at its existing net asset value (NAV) in return for cash. The fund uses that cash to make new investments alongside the cash generated from underlying realizations. Given the cash from net inflows and continuous reinvestment, the portfolios tend toward a high degree of diversification and therefore give investors broad exposure (e.g., asset class exposure) to private equity. Because the GP does the cash management and reinvestment, an investor simply holds a security in the evergreen vehicle, and the vehicle itself absorbs all of the complexity inherent in owning PE. Finally, because evergreen vehicles allow redemptions, within constraints, investors can choose when to create liquidity from the PE investments rather than waiting for exits.

For investors who are building their own drawdown programs (as opposed to commingled drawdown solutions), and who want to reduce complexity, evergreens may provide a solution. In terms of additional ease-of-use features, evergreen funds offer lower minimums, simplified tax reporting, performance metrics more aligned with other asset classes such as time-weighted returns, and more timely valuations.

Achieving a similar exposure level to a single commitment to an evergreen fund through drawdown funds requires both patience and a high degree of operational complexity. As shown in Figure 1, a traditional PE program that makes consistent annual commitments to primary buyout and venture drawdown funds reaches its target exposure after eight to 10 years. During this period, uncalled capital will typically remain invested in public equities or cash.

Figure 1. Private equity exposure relative to target

These model (hypothetical) portfolios are intended for illustrative purposes only.1

As shown above, investing through evergreen funds allows for immediate exposure to mature, diversified private equity. An analysis of the 10 largest evergreen funds found that they averaged over 200 individual investments ranging from direct companies to diversified secondary projects.2 Moreover, evergreens tend to increase their diversification over time. By contrast, a typical middle-market buyout GP focuses on specific sectors or strategies.

To provide the opportunity for liquidity, evergreen funds must maintain higher cash balances than are otherwise needed for investment requirements. Within a typical evergreen, cash balances are usually maintained within a range of 5%-15%, leading to modest amounts of cash drag.

While we have generalized evergreen funds as a category, as the evergreen marketplace grows, investors will have the opportunity to invest in more targeted vehicles (e.g., a technology only or a growth equity only evergreen vehicle).

Summary: Evergreens can provide an asset class allocation to PE from day one while outsourcing the operational complexity of a diversified PE portfolio to the fund manager while providing, with constraints, limited liquidity.

Question 2: When constructing a diversified private equity program, when might drawdown funds be a better option?

With an average of 679 PE funds fundraising in North America over the last 5 years,3 knowledgeable and sophisticated investors can surgically create private equity programs that meet their specific needs or market views. Evergreen funds aspire to provide broad-based diversification across stage, geography, industry, and individual companies and can be thought of more as an asset allocation proxy, whereas a drawdown fund commitment is an investor taking a specific view.4

As previously noted, our research suggests that diversified evergreen and drawdown funds produce similar average expected returns. Nevertheless, investors in drawdown funds often view that their edge may generate upside performance justifying the management of decisions that are otherwise outsourced to an evergreen GP. When constructing a private equity program, an investor may prefer diversified exposure to drawdown funds if they want to exert more control over program attributes and performance drivers including the ability to:

  1. Express a view on specific parts of the PE market, particularly those investments further out on the risk curve that are more challenging to access via evergreen funds.
  2. Delegate and diversify market timing decisions as investment timing for evergreen funds tend to be driven by the availability of cash from fundraising, realizations, and redemptions.
  3. Manage PE exposures more closely by overseeing commitment pacing, cash management, investment selection, concentration levels, and reinvestment activities.

By design, evergreen funds try to provide continuous market exposure. A portfolio of highly diversified mature drawdown funds will be vintage diversified and may have a less idiosyncratic liquidity profile that would give investors a degree of comfort in their ability to redeploy capital. With the flexibility to adjust the timing of commitments into new funds, an investor can express a top-down view not only on the funds in which they want to invest but also when and where to redeploy capital into private equity versus other asset classes.

Of course, expressing these choices through drawdowns requires the operational capacity to manage sufficient liquidity to enable reinvestment. Given drawdowns require only a commitment but not a full cash investment upfront, investors with sufficient liquidity are of course able to manage their remaining cash to their preferences. With enough cash on hand to meet capital calls, an investor could both commit to a drawdown and invest in a vehicle like an evergreen at the same time.5 The flexibility afforded by the commitment to drawdowns can preserve optionality or enable a “yes, and” approach wherein remaining capital is deployed to meet an investor’s specific goals at that moment.

In a traditional drawdown fund structure GPs are incentivized to opportunistically time their entry and exits. Multiyear investment periods with access to committed dry powder further facilitate GPs to take a patient approach to investing. In this way, from a bottom-up perspective investors tend to appreciate the benefit they receive from this “wisdom of crowds” approach to market timing from a group of carefully selected independent managers. In contrast, evergreen managers have to expeditiously put their cash to work so as to avoid cash drags.

Summary: Drawdowns can suit investors who have market specific PE views and are willing to manage liquidity and reinvestment themselves.

Question 3: How can evergreen funds benefit traditional drawdown fund programs?

How and when to combine drawdown and evergreen funds in a hybrid approach to vehicle optimization depends on several factors, including portfolio construction needs and life cycle timing.

In certain instances, evergreens and drawdowns can be paired in a core and satellite structure. Given evergreen funds often provide diversified private equity exposures through the use of secondary and direct deals, they can enable allocators to invest in select drawdown funds that are either further out on the risk spectrum, have inherently complementary characteristics, or that target specific exposures.

Another example of complementary fit relates to mitigating program cyclicality. An evergreen fund depends on access to fresh net cash from fundraising or realizations to invest in new deals which can have inherently pro-cyclical attributes, especially during market extremes. Drawdown funds with dry powder available for investment can be a steadying force by virtue of being able to continue investment activities throughout the cycle.

Given evergreen funds are diversified with mature assets by design, in the early years of a PE program an investment in an evergreen fund can potentially accelerate exposure development and performance generation, while drawdown funds gradually deploy capital. Over time, certain investors may prudently use redemptions from evergreens to support capital calls of drawdown funds, rather than relying only on liquidity from public equities for those purposes. Conversely, distributions from drawdown funds can be reinvested in evergreen vehicles to maintain an investor’s desired PE NAV in a program.6

As programs mature, evergreen funds can play a valuable role in easing the operational burdens. Given the inherent uncertainty of exposure levels and timing of distributions, the presence of evergreens can enable investors to manage portfolio exposures more tactically, support rebalancing needs,7 and bridge liquidity gaps.

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Key takeaways

  • The best way to build a private equity program is through diversified exposure to private equity.
  • Historically, investors could only build a diversified private equity program through multiple commitments to drawdown funds.
  • Today, however, investors have a choice between evergreen funds and drawdown funds to build appropriately diversified private equity portfolios.
  • Evergreen funds provide a mechanism for investors to acquire PE asset class exposure with a single commitment and lower operational complexity.
  • Drawdown funds allow investors to express a market and timing view as to which parts of private equity they think will outperform or to select specific complements to their existing PE portfolio while leveraging their own internal operating infrastructure.
  • Used together, evergreen funds can provide core PE asset class exposure, and drawdown funds can allow investors to tilt their exposure to their own preferences while using the evergreen funds as a funding source for the drawdown commitments and a reinvestment option for drawdown distributions.
  • There is no right solution — the answer depends on investor capabilities and preferences.
Footnotes
  1. All presented drawdown exposures are average experiences from HVP proprietary parametric Monte-Carlo simulation engine which is calibrated based on 1,700+
    partnership and 20,000+ portfolio company level returns over 30+ years. A single drawdown fund is simulated with a mix of 70% buyout and 30% venture primary
    investments in a single initial commitment of $10 million. A program of multi-year annual commitments are simulated by staircasing single drawdown funds with a mix of
    70% buyout and 30% venture primary investments and optimizing for commitment pacing that produces a 100% perpetual allocation to private markets. In both cases
    calls are made from and distributions returned to an initial $10 million public equity pool, whose dollar value fluctuates as PE investments are made and with that dollar
    value assumed to compound at 10% per annum, in line with long term MSCI US returns. In both cases management fees of 30bp per annum based on committed
    capital for 14 years are assumed. The PE exposure over time is then calculated as the percentage of PE NAV in the public/private portfolio NAV after fees. For
    comparative, illustrative, purposes an evergreen structure is displayed targeting 90% invested into PE with a 10% liquidity sleeve, in line with typical evergreen products.
  2. HarbourVest Data, 2025.

  3. Preqin, “Alternative in 2025.” As of February 2025. https://www.preqin.com/insights/research/reports/alternatives-in-2025

  4. Diversification does not ensure a profit or protect against a loss.
  5. This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. There is no guarantee that this investment strategy will work under all market conditions or is suitable for all investors. Each investor should evaluate their ability to invest long-term, especially during periods of downturn in the market. No representation is being made that any account, product, or strategy will or is likely to achieve profits, losses, or results similar to those shown.
  6. This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. There is no guarantee that this investment strategy will work under all market conditions or is suitable for all investors. Each investor should evaluate their ability to invest long-term, especially during periods of downturn in the market. No representation is being made that any account, product, or strategy will or is likely to achieve profits, losses, or results similar to those shown.
  7. Investors should bear in mind that evergreens are called semi-liquid for good reason. Investors generally should not rely on capital availability greater than evergreen gates allow (typically about 20% of NAV per year). To ensure adequate liquidity through adverse market conditions, investors also should have a contingency plan to source capital in the event that the evergreen fund’s NAV falls significantly or its liquidity is shut off entirely. 
Important information

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 the 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.     

An investment in the private markets involves 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.

Risks of Private Investments Strategies. A fund’s investment portfolio will include Direct Investments, Secondary Investments and Primary Partnership Investments. The private funds (“Portfolio Funds”) and special purpose vehicles that the Fund invests in will hold securities issued primarily by private companies. Operating results for private companies in a specified period may be difficult to determine. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Risks of Direct Investments. A fund’s investment portfolio will include Direct Investments, which are direct or indirect investments in the equity of private companies, alongside private equity funds and other private equity firms. There can be no assurance that the fund will be given Direct Investment opportunities, or that any specific Direct Investment offered to the fund would be appropriate or attractive to the fund in the Adviser’s judgment. In addition, the Adviser may have little to no opportunities to negotiate the terms of such Direct Investments. The fund’s ability to dispose of Direct Investments may be severely limited.

Risks of Secondary Investments. A fund may make Secondary Investments in Portfolio Funds by acquiring the interests in the Portfolio Funds from existing investors in such Portfolio Funds. In such instances, it is generally not expected that the Fund will have the opportunity to negotiate the terms of the interests being acquired, other than the purchase price, or other special rights or privileges. Moreover, there is no assurance that the fund will be able to purchase interests at attractive discounts to net asset value, or at all. The overall performance of the fund will depend in large part on the acquisition price paid by the Fund for its Secondary Investments, the structure of such acquisitions and the overall success of the Portfolio Fund.

Risks Related to the Structure and Terms of a Private Markets Fund. 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 private equity funds. Such risks may include but are not limited to (i) multiple levels of expense; and (ii) reliance on third-party management. In addition, a Portfolio Fund 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.

Illiquidity of Interests; Limitations on Transfer; No Market for Interests. An investment in a drawdown fund, unlike an investment in a traditional listed closed‑end fund, should be considered illiquid. The Shares are appropriate only for investors who are comfortable with investment in less liquid or illiquid portfolio investments within an illiquid fund. Unlike open‑end funds (commonly known as mutual funds), which generally permit redemptions on a daily basis, the Shares will not be redeemable at a Shareholder’s option. Unlike stocks of listed closed‑end funds, the Shares are not listed, and are not expected to be listed, for trading on any securities exchange, and the fund does not expect any secondary market to develop for the Shares in the foreseeable future.

Risk of Loss. There can be no assurance that the operations of a strategy will be profitable or that the strategy will be able to avoid losses or that cash from operations will be available for distribution to the limited partners. The possibility of partial or total loss of capital of the strategy exists, and prospective investors should not subscribe unless they can readily bear the consequences of a complete loss of their investment.

Evergreen Investing Risk. An evergreen fund is an alternative investment fund that has an indefinite life span and continuously raises capital rather than having a predetermined fundraising period and lifecycle, as do traditional private equity or venture capital funds. Prospective investors should be aware that an investment in an alternative investment is speculative and involves a high degree of risk. Alternative Investments often engage in leveraging and other speculative investment practices that may increase the risk of investment loss; can be highly illiquid; may not be required to provide periodic pricing or valuation information to investors; may involve complex tax structures and delays in distributing important tax information; are not subject to the same regulatory requirements as mutual funds; and often charge high fees. There is no guarantee that an alternative investment will implement its investment strategy and/ or achieve its objectives, generate profits, or avoid loss. An investment should only be considered by sophisticated investors who can afford to lose all or a substantial amount of their investment. 

Tax Risks. An investment in the strategy involves tax risks, which may be material, including the risk of tax payments and tax filing obligations in multiple jurisdictions, which may apply both to the investor and the strategy.  The taxation of the strategy and investors in the strategy is complex and subject to uncertainty.  Prospective investors should consult with their tax, legal, and accounting advisers prior to making an investment in the strategy in light of their specific circumstances.

Forward Looking Monte Carlo Simulations: The information presented herein is intended for illustrative purposes only. Performance and cash flow information are forecasted utilizing a Monte Carlo Simulation which incorporates forward looking market parameters calibrated using an industry level historical dataset. The performance information does not represent the actual experience of any investor or Fund. The results of the simulation are impacted by the composition of the historical dataset, which may include an uneven representation of funds with different vintage years, sizes, managers, and strategies, and a limited pool of investment cash flow data. The actual pace and timing of cash flows is likely to be different and will be highly dependent on the underlying partnerships’ commitment pace, the types of investments made by the Fund(s), market conditions, and terms of any relevant management agreements. The results presented are hypothetical and based entirely on the output from numerous mathematical simulations. The simulations are unconstrained by the fund size, market opportunity, and minimum commitment amount, and do not take into account the practical aspects of raising and managing a fund. The simulated hypothetical portfolio results should be used solely as a guide and should not be relied upon to manage your investments or make investment decisions. 

Model results are hypothetical and inherently limited. They should not be relied upon as indicators of future performance. Individual fund and strategy performance can be better or worse than the model. No investor received the indicated Model Track Record. Certain assumptions have been made for modeling purposes. No representation or warrant is made as to the reasonableness of the assumptions made. Changes in the assumptions may have a material impact on the hypothetical returns presented. Different hypothetical model scenarios will provide different results. While the model portfolio may consist of investments made by HarbourVest during the relevant period(s), it does not reflect an actual portfolio managed by HarbourVest during the relevant period(s) and does not represent the impact that material economic and market factors might have had on HarbourVest’s decision making if HarbourVest had been managing a fund that incorporated the investment strategy shown during the specified period(s). 

Simulated Management Fee and Carry: The simulated performance presented herein is hypothetical and does not reflect any actual fees or expenses experienced by a client or investor. Instead, the simulated performance utilizes model management fees and carry that are assumed for modeling purposes only and applied as described below. No actual client or investor attained the performance presented here.  Drawdown management fees are calculated either based on committed or invested capital and applied to portfolio’s gross capital calls according to a specified fee rate and a fee term, evergreen management fees are calculated on the basis of fund NAV according to the specified fee rate. Carry is accrued based on a specified carry rate and applied to a portfolio’s total value after the applicable carry hurdle rate is met. Accrued carry is applied to gross NAV. Carry starts being distributed (paid out of distributions) once committed capital has been returned to investors. 

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”).