Important Information: Disclosure and Risks
INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE iDIRECT PRIVATE MARKETS FUND BEFORE INVESTING. THIS AND OTHER IMPORTANT INFORMATION ABOUT THE FUND IS CONTAINED IN THE FUND’S PROSPECTUS, WHICH CAN BE OBTAINED BY CALLING 877-562-1686 OR VISITING HTTPS://IDIRECTPMFUND.COM/. THE PROSPECTUS SHOULD BE READ CAREFULLY BEFORE INVESTING.
This information is not an offer to sell securities issued by iDirect Private Markets Fund (the “Fund”). All investors in the Fund must be “Accredited Investors,” as defined in Regulation D under the Securities Act of 1933. The Fund is a diversified, closed-end investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and designed for long-term investors and not as a trading vehicle.
The Fund differs from open-end investment companies in that investors do not have the right to redeem their units on a daily basis. Instead, repurchases of units are subject to the approval of the Fund’s Board of Directors (the “Board”). The Fund’s units represent illiquid securities of an unlisted closed-end fund, are not listed on any securities exchange or traded in any other market, and are subject to substantial limitations on transferability. LIQUIDITY IN ANY GIVEN QUARTER IS NOT GUARANTEED. YOU SHOULD NOT INVEST IN THE FUND IF YOU NEED A LIQUID INVESTMENT.
The investment adviser of the Fund is iCapital Registered Fund Adviser LLC (the “Adviser”). No assurance can be given that the Fund’s investment program will be successful. An investment in the Fund should be viewed only as part of an overall investment program. While the portfolio composition that has been developed by the Adviser reflects their assessment of the relative attractiveness of sub-sectors within the context of an appropriately diversified portfolio, given the percentage of assets that will be invested in investment funds and other investments managed or sponsored by Kohlberg Kravis Roberts & Co. L.P. or an affiliate (collectively, “KKR”), Vista Equity Partners Management, LLC or an affiliate (collectively, “Vista”), or Warburg Pincus LLC or an affiliate (collectively, “Warburg Pincus”) and Warburg Pincus with KKR and Vista (the “Core Independent Managers”)., the Fund will be exposed to risks related to the Core Independent Managers. KKR, Vista, and Warburg Pincus are neither a sponsor, promoter, advisor nor affiliate of the Fund. An affiliate of KKR owns an economic interest of 8% of the Adviser, an affiliate of Vista owns an economic interest of 8% of the Adviser, and Warburg Pincus owns 8% of the Adviser. . A wholly owned subsidiary of iCapital Network owns the remaining economic interest of 75% of the Adviser. iCapital is solely responsible for the management and day to day operations of the Adviser and holds 100% of its voting interests. KKR, Vista or Warburg Pincus will have no control over or voting interests in the Adviser, including no representation on any investment committee or equivalent body or any input into the investment advice provided by the Adviser. KKR. Vista or Warburg Pincus will have no role in approving the Fund’s participation in any underlying investment. iCapital Securities, LLC is the principal underwriter of the Fund.
The S&P 500 Total Return Index, the MSCI ACWI, and the Russell 2000 Index are widely accepted, unmanaged indexes of U.S. stock market performance and global equity performance, respectively. Indices do not reflect commissions or fees that may be charged to an investment product based on the index, which may materially affect the performance data presented. There are significant differences in the risks and potential for volatility of the Fund relative to an index. Investors may not invest in the index directly.
An investment in private equity generally or the Fund is speculative and involves substantial risks. It is possible that investors may lose some or all of their investment. In general, alternative investments such as private equity involve a high degree of risk, including potential loss of principal invested. These investments can be highly illiquid, charge higher fees than other investments, and typically do not grow at an even rate of return and may decline in value. In addition, past performance is not necessarily indicative of future results. In addition to all of the risks inherent in alternative investments, an investment in the Fund involves specific risks associated with private equity investing. Underlying funds and many of the securities held by underlying funds may be difficult to value and will be priced in the absence of readily available market quotations, based on determinations of fair value, which may prove to be inaccurate. Fund investors will bear asset-based fees and expenses at the Fund level, and will also indirectly bear fees, expenses and performance-based compensation of the underlying funds.
Underlying funds will not be registered under the 1933 Act or the 1940 Act.
The Fund’s investment portfolio will consist of primary and secondary investments in private equity funds that hold securities issued primarily by privately held companies (“Investment Funds”), co-investments, ETFs, cash and cash-equivalents. Many of such investments involve a high degree of business and financial risk that can result in substantial losses.
Investment program risks
THE FUND’S PROSPECTUS PROVIDES A MORE COMPLETE DISCUSSION OF THE RISKS SUMMARIZED BELOW.
The Fund expects to invest a substantial portion of its assets in Investment Funds managed by investment managers affiliated with KKR, and therefore may be less diversified, and more subject to concentration risk and/or investment manager-specific risk, than other funds of private equity funds. If the Fund determines that its focused investment strategy on KKR, Vista and Warburg Pincus Investment Funds and co-investment opportunities is no longer appropriate or desirable, the Fund would allocate its assets to other non-KKR, non-Vista or non-Warburg Pincus investment opportunities which may expose the Fund to other risks or make it more difficult for the Fund to achieve its investment objective.
The Fund’s performance depends upon the performance of the investment managers and selected strategies, the adherence by such investment managers to such selected strategies, the instruments used by such investment managers and the Advisers’ ability to select investment managers and strategies and effectively allocate Fund assets among them. The Fund is organized to provide shareholders with a multi-strategy investment program and not as an indirect way to gain access to any particular KKR, Vista or Warburg Pincus or other Investment Fund
The Fund’s investment portfolio will consist of Investment Funds which hold securities issued primarily by privately held companies, and operating results for the portfolio companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, including those relating to the current global pandemic that can result in substantial losses.
Subject to the limitations and restrictions of the 1940 Act, the Fund may use leverage by borrowing money for investment purposes, to satisfy repurchase requests and for other temporary purposes, which may increase the Fund’s volatility. Leverage is a speculative technique that exposes the Fund to greater risk and higher costs than if it were not implemented. The Fund will have to pay interest and dividends on its borrowings, which may reduce the Fund’s current income.
An investment manager’s investments, depending upon strategy, may be in companies whose capital structures are highly leveraged. Such investments involve a high degree of risk in that adverse fluctuations in the cash flow of such companies, or increased interest rates, may impair their ability to meet their obligations, which may accelerate and magnify declines in the value of any such portfolio company investments in a down market.
Fund shareholders will bear two layers of fees and expenses: asset-based fees and expenses at the Fund level, and asset-based fees, carried interests, incentive allocations or fees and expenses at the Investment Fund level. In addition, to the extent that the Fund invests in an Investment Fund that is itself a “fund of funds,” the Fund will bear a third layer of fees.
Core Independent Managepersonnel have no role in the Adviser’s investment process. Because the Fund allocates assets primarily to private equity investment funds and other investment funds sponsored by or affiliated with the Core Independent Manager’s economic interest in the Adviser may create an incentive for the Adviser to favor the interests of the Core Independent Managersover the interests of the Fund in the assessment and selection of underlying funds, the negotiation of terms, and the exercise of the Fund’s rights in the underlying funds associated with the Core Independent Managers. iCapital Network and/or its affiliates may advise and/or administer funds that may invest in other funds advised by KKR or which have other relationships with the Core Independent Managers, which may also give rise to a conflict of interest. The Adviser’s investment controls, policies and procedures may help to mitigate these potential conflict of interests.
The Fund has qualified, and intends to qualify in the future, as a regulated investment company under the Internal Revenue Code, but may be subject to substantial tax liabilities if it fails to so qualify.
The Fund may invest indirectly a substantial portion of its assets in Investment Funds that follow a particular type of investment strategy, which may expose the Fund to the risks of that strategy.
The Fund’s investments in Investment Funds (which will constitute a vast majority of the Fund’s investments), and many of the investments held by the Investment Funds, will be priced in the absence of a readily available market and may be priced based on determinations of fair value, which may prove to be inaccurate. Neither the Advisers nor the Board will be able to confirm independently the accuracy of the investment managers’ valuations (which are unaudited, except at year-end). This risk is exacerbated to the extent that Investment Funds generally provide valuations only on a quarterly basis. While such information is provided on a quarterly basis, the Fund will provide valuations, and will issue shares, on a monthly basis. To the extent that the Fund does not receive timely information from the Investment Funds regarding their valuations, the Fund’s ability to accurately calculation its net asset value may impaired. An Investment Fund’s information could also be inaccurate due to fraudulent activity, misvaluation or inadvertent error. The Fund may not uncover errors in valuation for a significant period of time, if ever.
There is no market exchange available for shares of the Fund thereby making them illiquid and difficult to dispose of.
The Fund will employ an “over-commitment” strategy, which could result in an insufficient cash supply to fund Investment Fund commitments. Such a short fall would have negative impacts on the Fund, including an adverse impact on the Fund’s ability to pay for repurchases of shares tendered by shareholders or to meet expenses generally. Moreover, if the Fund defaults on its commitment or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Fund’s investment in the Investment Fund.
Investment managers may invest the Investment Funds’ assets in securities of non-U.S. issuers, including those in emerging markets, and the Fund’s assets may be invested in Investment Funds that may be denominated in non-U.S. currencies, thereby exposing the Fund to various risks that may not be applicable to U.S. securities.
While the Advisers will conduct independent due diligence before entering into a co-investment opportunity, the Fund’s ability to realize a profit on such investments will be particularly reliant on the expertise of the lead investor in the transaction, which will often be KKR. To the extent that the lead investor in such a co-investment opportunity assumes control of the management of the private company, the Fund will be reliant not only upon the lead investor’s ability to research, analyze, negotiate and monitor such investments, but also on the lead investor’s ability to successfully oversee the operation of the company’s business. The Fund’s ability to dispose of such investments is typically severely limited, both by the fact that the securities are unregistered and illiquid and by contractual restrictions that may preclude the Fund from selling such investment.
Comparisons to public market indices are not necessarily relevant, because the Fund is illiquid and its investment portfolio (which consists of illiquid private equity investments which are valued relatively infrequently) is not necessarily comparable to indices of liquid publicly traded stocks. Moreover, comparisons of volatility between illiquid investment portfolios, such as the Fund’s, and liquid indices are not necessarily relevant because the Fund may not receive timely information about underlying funds and the market value of the portfolio holdings of underlying private funds may not be determined until the portfolio company has a cash out event, which could be multiple years.
No assurance can be given that the Fund’s investment program will be successful. Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if it can sustain a complete loss of its investment. An investment in the Fund should be viewed only as part of an overall investment program.
PLEASE SEE THE PROSPECTUS FOR A MORE COMPLETE DISCUSSION OF THE RISKS ASSOCIATED WITH INVESTING IN PRIVATE EQUITY AND ADDITIONAL SPECIFIC RISKS RELATING TO SECONDARY INVESTMENTS, CO-INVESTMENTS AND ETFS.
Any statements regarding market events, future events or other similar statements constitute only subjective views, are based upon expectations or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond the Fund’s control. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying these statements. In light of these risks and uncertainties, there can be no assurance that these statements are now or will prove to be accurate or complete in any way. No representation is made that the Fund’s investment process or investment objectives will be or are likely to be successful or achieved.
Nothing contained in this webinar or related documents is intended to constitute legal, tax, securities or investment advice. The general opinions and information contained herein should not be acted or relied upon by any person without obtaining specific and relevant legal, tax, securities or investment advice.
The Fund is distributed by iCapital Markets LLC, an SEC-registered broker-dealer and member of FINRA and SIPC. iCapital Registered Fund Adviser, LLC (the “Adviser”), an affiliate of iCapital Markets LLC, serves as the investment adviser to the Fund. The Adviser is registered as an investment adviser with the Securities and Exchange Commission; however, such registration does not imply a certain level of skill or training and no inference to the contrary should be made. The Adviser is exempt from registration with the Commodity Futures Trading Commission as a commodity pool operator. The Adviser became investment adviser to the Fund on February 12, 2021. Before February 12, 2021, the Fund was managed by a different investment adviser. Before February 1, 2022, the StepStone Group L.P. (“StepStone”) served as sub-advisor for the Fund. However, as of February 1, 2022, StepStone is no longer the sub-advisor for the Fund. For detailed information about the Adviser’s services and fees, please read the Prospectus of the Fund, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch.html or call 855.891.0092 to request a copy.
Investors should be aware that iCapital Markets LLC provides distribution services to the Fund and that iCapital Markets LLC does not provide services to any investor, including any determination regarding whether an investment in the Fund is in the best interests of, or is suitable for, any investor. Investors should exercise their own judgment and/or consult with a professional advisor to determine whether an investment in the Fund is advisable.
