The Complete Guide to Private Equity for RIAs

Overview
Chapter
6
of
X

Managing Portfolio Liquidity in Private Markets

Advisor takeaway

Liquidity in private markets is real but engineered and limited. RIAs must understand repurchase mechanics at the fund level and budget liquidity at the portfolio level, so clients are never forced sellers.

How periodic liquidity works

Much of this chapter concerns evergreen and semi-liquid vehicles, and their structural mechanics are treated at greater length in BIP Capital's dedicated guide to evergreen structures.

Semi-liquid structures provide liquidity through scheduled mechanisms rather than continuous markets. Interval funds make mandatory repurchase offers under SEC Rule 23c-3, commonly 5% of outstanding shares per quarter.12 Tender offer funds and non-traded BDCs make repurchase offers at net asset value at the board's discretion; the practice is regular, but the obligation is not absolute. Public repurchase-offer filings illustrate the standard design: a fund offering to repurchase up to 5% of outstanding shares at NAV in a given period.16

StructureRepurchase ObligationTypical Cadence And CapWhat Can Go Wrong
Interval fundMandatory under SEC Rule 23c-3Quarterly, commonly up to 5% of sharesRequests above the cap are prorated; remainder waits for the next window
Tender offer fundDiscretionary, board approvedTypically, quarterly at NAVOffer size can be reduced or an offer skipped entirely
Non-traded / evergreen BDCDiscretionary, board approvedQuarterly or annual, per the fund’s programProgram is an intention, not a guarantee; can be modified or suspended
Drawdown fundNoneDistributions on the manager’s timetableEarly exit requires a secondary sale, usually at a discount to NAV

Two implications follow. First, liquidity is periodic: an investor who misses a window waits for the next one. Second, liquidity is proportional: if requests exceed the offer amount, investors are typically repurchased pro rata, and the remainder carries forward.

Figure 5

Shares tendered by investors in a single quarterly window8% of shares
Repurchased this window the fund's stated cap5% cap, filled pro rata
Carried to the next window resubmission may be required3% carries over

Illustrative mechanics only. Each investor is repurchased in proportion to the amount tendered, not first come, first served.

How a repurchase cap works when demand exceeds it. Requests above the cap are filled pro rata, and the balance carries to the next window. Illustrative mechanics only.

Gating and why it exists

Repurchase limits, often called gates, exist to protect the investors who stay. Without them, a wave of redemptions in a stressed market would force the manager to sell illiquid assets quickly and cheaply, transferring value from remaining investors to those who depart. Gates convert that forced-sale risk into a queue.

Advisors owe clients candor on this point: gates are most likely to bind at exactly the moments clients most want liquidity. That is not a hidden defect; it is the design working as intended. The right response is not to avoid semi-liquid structures but to size them so that no client ever depends on a repurchase window being open.

The liquidity is real, but it is rationed by design.

Definition

Net asset value (NAV). NAV is the per-share price at which investors enter and exit a semi-liquid fund. Because private holdings are appraised periodically rather than priced continuously by a market, NAV is struck on a schedule, monthly or quarterly in most funds, and moves more smoothly than public market prices.

NAV-based pricing

Semi-liquid funds transact at NAV, which makes valuation quality a first-order concern: entry and exit prices are only as fair as the marks behind them. Advisors should understand both faces of NAV's smoothness: it reflects genuine long-horizon ownership, and it also means reported values respond to markets with a lag. Chapter 11 addresses the valuation-smoothing debate directly.

Liquidity budgeting at the portfolio level

Fund mechanics are only half of the discipline. The other half is the client-level liquidity budget, which you can build in four steps.

1.  Map cash needs. Establish the client's known and probable cash requirements over one, three, and five or more years.

2.  Tier the portfolio. Classify holdings by realistic time-to-cash: daily-liquid assets, periodically liquid assets such as interval funds and evergreen BDCs, and committed illiquid assets such as drawdown funds.

3.  Size the illiquid sleeve to the surplus. Only capital that is not needed across the relevant horizon, with a margin of safety, belongs in periodically liquid or illiquid tiers.

4.  Stress the plan. Assume repurchase offers are prorated or suspended for a year. If the client's plan still works, the sizing is honest. If it does not, the allocation is too large regardless of how attractive the strategy is.

Matching client to structure

Structure selection follows the budget.

Client ProfileBetter-Matched StructureWhy
Long horizon, stable cash flow, able to meet capital callsDrawdown fundsCaptures the fullest version of the illiquidity tradeoff and vintage discipline
Wants private exposure but needs simpler operationsEvergreen structuresImmediate deployment at NAV, no capital-call management, 1099 reporting
Near-term liquidity needs within one to three yearsNeither; keep in liquid tiersNo private structure should sit against money the client will need soon
Building a long-term program from a standing startEvergreen first, then drawdownEstablish exposure immediately, then layer vintage depth over time

Many portfolios reasonably use both. The error to avoid is the mismatch: a drawdown commitment against near-term cash needs, or an evergreen position sized as if its liquidity were guaranteed.

Key takeaway

A client should never be in the position of needing a repurchase window to open. Budget liquidity first, select structures second, and size the private sleeve so that gates, if they bind, are an inconvenience rather than a crisis.

Sources

  1. U.S. Securities and Exchange Commission, Rule 23c-3 under the Investment Company Act of 1940 (repurchase offers by registered closed-end funds). https://www.ecfr.gov/current/title-17/chapter-II/part-270/section-270.23c-3
  2. U.S. Securities and Exchange Commission, Form N-23C3A repurchase offer filings (EDGAR full-text search). https://efts.sec.gov/LATEST/search-index?q=N-23C3A

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