N-2 | May 01, 2024 USD ($) |
Cover [Abstract] | | |
Entity Central Index Key | 0001807272 | |
Amendment Flag | false | |
Document Type | 424B3 | |
Entity Registrant Name | Wilshire Private Assets Tender Fund | |
Other Transaction Expenses [Abstract] | | |
Annual Expenses [Table Text Block] | Institutional Class Annual Expenses as a percentage of the Fund’s average net assets Management Fee (1) 1.25% Other Expenses (2) 97.14% Acquired Fund Fees and Expenses (3) 1.61% Interest Payments on Borrowed Funds (4) 0.05% Total Annual Fund Expenses 100.05% Less Expense Limitation and Reimbursement (5) (95.89)% Total Annual Expenses 4.16% (1) This fee is paid to the Adviser at the Master Fund level. (2) Other Expenses are based on estimated amounts for the current fiscal year and include all direct operating expenses of the Fund and all indirect operating expenses that the Fund bears through its investment in the Master Fund. (3) The Tender Offer Fund bears a share of the Master Fund’s expenses, which includes the fees and expenses of the Private Markets Investment Funds in which the Master Fund invests. Some or all of the Private Markets Investment Funds in which the Master Fund invests charge carried interests, incentive fees or allocations based on the Private Markets Investment Funds’ performance. The Private Markets Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% to 2.00%, and approximately 15% 20% (4) These expenses are based on estimated amounts for the current fiscal year that the Tender Offer Fund expects to bear through its investment in the Master Fund. (5) The Adviser has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep Fund Operating Expenses (defined below) incurred by the Fund from exceeding 2.50% of the Fund’s average daily net assets until August 1, 2024. “Fund Operating Expenses” are defined to include all expenses incurred in the business of the Fund, either directly or indirectly through its investment in the Master Fund, provided that the following expenses (“excluded expenses”) are excluded from the definition of Fund Operating Expenses: (a) the Fund’s proportional share of (i) any acquired fund fees and expenses incurred by the Master Fund, (ii) short sale dividend and interest expenses, and any other interest expenses, incurred by the Master Fund in connection with its investment activities, (iii) fees and expenses incurred in connection with a credit facility, if any, obtained by the Master Fund, (iv) taxes paid by the Master Fund, (v) certain insurance costs incurred by the Master Fund, (vi) transactional costs, including legal costs and brokerage fees and commissions, associated with the acquisition and disposition of the Master Fund’s Portfolio Investments and other investments, (vii) nonroutine expenses or costs incurred by the Master Fund, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings and tender offers and liquidations and (viii) other expenditures which are capitalized in accordance with generally accepted accounting principles; and In addition, the Adviser may receive from the Fund the difference between the Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the rolling three-year period preceding the date of the recoupment if at any point Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment. This agreement will continue in effect until August 1, 2024 and shall thereafter continue in effect from year to year for successive one-year terms unless terminated by the Board or the Adviser. The agreement may be terminated: (i) by the Board, for any reason at any time; (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Fund; or (iii) automatically upon the termination of the Investment Advisory Agreement. If the agreement is terminated by the Adviser, the effective date of such termination will be the last day of the then-current term. | |
Management Fees [Percent] | 1.25% | [1] |
Interest Expenses on Borrowings [Percent] | 0.05% | [2] |
Acquired Fund Fees and Expenses [Percent] | 1.61% | [3] |
Other Annual Expenses [Abstract] | | |
Other Annual Expenses [Percent] | 97.14% | [4] |
Total Annual Expenses [Percent] | 100.05% | |
Waivers and Reimbursements of Fees [Percent] | (95.89%) | [5] |
Net Expense over Assets [Percent] | 4.16% | |
Expense Example [Table Text Block] | Example You would pay the following fees and expenses on a $1,000 investment, assuming a 5.00% annual return, and the Fund’s operating expenses (including capped expenses for the period described in the footnote to the fee table) remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 2 Years 3 Years 5 Years 10 Years Institutional Class $42 $571 N/A N/A N/A | |
Expense Example, Year 01 | $ 42 | |
Expense Example, Years 1 to 3 | $ 571 | |
Purpose of Fee Table , Note [Text Block] | The following table illustrates the fees and expenses that the Tender Offer Fund expects to incur and that Shareholders will bear directly or indirectly. Shareholders directly bear the expenses of the Tender Offer Fund and indirectly bear fees and expenses of the Master Fund, which are reflected in the following chart and in the example below. | |
Other Expenses, Note [Text Block] | Other Expenses are based on estimated amounts for the current fiscal year and include all direct operating expenses of the Fund and all indirect operating expenses that the Fund bears through its investment in the Master Fund. | |
Acquired Fund Fees and Expenses, Note [Text Block] | The Tender Offer Fund bears a share of the Master Fund’s expenses, which includes the fees and expenses of the Private Markets Investment Funds in which the Master Fund invests. Some or all of the Private Markets Investment Funds in which the Master Fund invests charge carried interests, incentive fees or allocations based on the Private Markets Investment Funds’ performance. The Private Markets Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% to 2.00%, and approximately 15% 20% | |
Acquired Fund Incentive Allocation, Note [Text Block] | The Private Markets Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% to 2.00%, and approximately 15% 20% | |
Incentive Allocation Minimum [Percent] | 15% | |
Incentive Allocation Maximum [Percent] | 20% | |
General Description of Registrant [Abstract] | | |
Investment Objectives and Practices [Text Block] | INVESTMENT PROGRAM Investment Objective Each Fund’s investment objective is to provide efficient access to the private markets with the goals of offering long-term capital appreciation and current income. In pursuing its investment objective, each Feeder Fund invests substantially all of its assets in the Master Fund. The Master Fund has the same investment objective as each Feeder Fund. The investment objective of each Fund is non-fundamental and, therefore, may be changed without Shareholder approval. Portfolio Investments The Adviser seeks to accomplish each Fund’s investment objective through: • Broad, global private markets exposure, with diversification potential across private equity, real assets and public and private credit, • Periodic distributions to provide current income, and • Prudent risk management. The Adviser will invest the Master Fund’s assets primarily in a diverse portfolio of underlying private funds including Primary Fund Investments and Secondary Fund Investments, and Direct Co-Investments in private portfolio companies. A Primary Fund Investment is an interest in a private markets fund acquired in a primary offering. A Secondary Fund Investment is a direct or indirect interest in an existing private markets fund that is acquired in a negotiated transaction. The secondary market transaction is typically accomplished by purchasing a private markets fund interest from an existing investor in the fund. Direct Co-Investments are direct investments in private portfolio companies that are sourced through the managers of the Private Markets Investment Funds. The Master Fund intends to invest and/or make capital commitments of at least 80% of its net assets in Portfolio Investments. The Master Fund’s portfolio of underlying private funds and direct co-investments in private portfolio companies may include North American (U.S./Canada), European, and Asia-Pacific (Asia/Australia) Portfolio Investments in any of the following categories: 1. “Private Equity Investments” consisting of buyout, venture capital, growth capital and special situations investments. 2. “Private Real Assets Investments” consisting of real estate, energy, infrastructure, and natural resources investments. 3. “Public and Private Credit Investments” consisting of direct lending, distressed debt, mezzanine debt, liquid corporate credit investments and alternative yield investments such as niche (sector) credit, specialized asset-based lending, risk transfer strategies, and intangible asset investments. Each of these categories of private funds and direct co-investments in private portfolio companies is discussed in greater detail below. Private Equity Investments Private equity can be considered any investment in a security representing an ownership interest where there is no readily tradable or available public market. Leveraged buyouts (“LBOs”) are generally investments utilizing leverage to acquire the equity of a mature, private business. Buyout managers have four principal tools to enhance returns: (i) restructuring balance sheets, (ii) acquiring businesses at a discount to public market multiples by negotiating directly and privately with the seller, (iii) exercising greater flexibility in implementing the operational and strategic changes necessary to increase revenue growth and expand operating margins than is possible under public-market scrutiny, and (iv) controlling the sale decision, which allows for the maximization of returns through a competitive sale process. Growth capital is equity or equity-like investments in companies with sustainable businesses seeking to expand the operations of the company. Venture capital managers generally acquire equity in new, or relatively new, private business. Venture capital managers often attempt to build businesses and bring value to entrepreneurs by combining the right mix of people, strategy, capital and industry relationships. Strategies that are classified as special situations include managers who create value through turnarounds and/or financial or operational restructurings of the businesses they invest in. Once the operational and/or financial complexity has been resolved, special situations funds further enhance returns through operational and strategic transformation of businesses and eventual sale. Special situations investments will target returns both through income and capital appreciation and will have capital structures specific to the underlying investment, often including both equity and debt at varying levels. Private Real Assets Investments Real estate investments include a variety of property types, although will have a predominant focus on multifamily, industrial, office, and retail properties. Infrastructure includes investments into transportation, communications, utilities, energy, and other related investments. Natural resources investments include agriculture, farmland, timber, water, and energy investments. The Master Fund’s investments in each of these market segments will typically be made through the acquisition of interests in Private Markets Investment Funds, or to a lesser extent, Direct Co-Investments, that employ one of three strategies: value added, opportunistic, and special situations. Investments in such Private Markets Investment Funds or alongside such Private Markets Investment Funds through Direct Co-Investments will predominantly involve situations where the Private Markets Investment Fund’s or Direct Co-Investment vehicle’s manager acquires an equity interest significant enough for the manager to be considered to have control of the asset or company. However, minority investments may be considered. Strategies that are classified as value added generally consist of control or co-control positions in performing or underperforming assets. This may include strategies targeting the improvement of operational efficiency, revenue growth improvements, and/or physical improvements to an asset that are expected to improve its attractiveness and profitability. Value added investment often include both current income and capital appreciation potential and are typically structured with a combination of equity and debt financing. Strategies that are classified as opportunistic generally consist of control positions in the development, re-development, or repositioning of an asset. This may include the transformation of an asset from its existing state to a new use or a new asset categorization. This may also include the ground up development of an asset, constructed for use in a particular market segment or industry. Opportunistic investments are typically targeting returns primarily through capital appreciation and are typically structured with equity and low to modest debt. Strategies that are classified as special situations include managers who create value through turnarounds and/or financial or operational restructurings of the businesses they invest in. Once the operational and/or financial complexity has been resolved, special situations funds further enhance returns through operational and strategic transformation of businesses and eventual sale. Special situations investments will target returns both through income and capital appreciation and will have capital structures specific to the underlying investment, often including both equity and debt at varying levels. The Master Fund will not invest directly in physical real estate assets. However, the Master Fund may have indirect exposure to such assets through the Master Fund’s investments in Portfolio Investments that invest directly in physical real estate assets. Public and Private Credit Investments Direct lending opportunities are generally comprised of loan originations to businesses in the form of senior secured term debt or unitranche debt. Borrowers seeking capital may at times be supported by financial sponsors, and lenders may focus investments into a specific area of the market where the team displays sector expertise or target a generalist approach by building a portfolio diversified by sectors. Direct lending managers typically derive a majority of returns from interest payments on primarily floating rate loans and seek to structure additional fees into transactions as a way to enhance returns. Distressed debt opportunities target the acquisition of debt instruments and non-performing loans primarily through secondary transactions. Distressed debt managers attempt to create value at acquisition by purchasing assets at deep discounts to their current market value. Managers with distinct workout capabilities and operational knowledge can also further create value through debt-for-control transactions. In these deals, investors typically acquire equity components as part of their debt investment with the intention of building a majority control position in a company’s capital structure and influencing future operations of the business to optimize the investors’ exit. Mezzanine debt opportunities generally consist of unsecured subordinated and second lien term loans that are originated to private borrowers. Similar to direct lending funds, mezzanine debt managers attempt to generate returns primarily through current pay interest and alternatively through additional fees, though rates for mezzanines loans are generally fixed. Current income generated from mezzanine loans is typically greater than that of investments in the direct lending market given the transactions’ subordination in a company’s capital structure. Liquid corporate credit opportunities generally consist of long and short corporate credit investments. Within Public and Private Credit, there are strategies that may be considered Alternative Yield such as: Niche public and private credit strategies are exemplified by sector-focused lending targeting specialized, underserved markets. Specialized asset-based lending strategies offer current cash yield and a lower credit risk profile resulting from a security interest in the underlying assets. Risk transfer strategies encapsulate various strategies including acquiring and managing insurers’ and re-insurers’ run-off portfolios, providing underwriting capital to insurance syndicates, or purchasing litigation credit or bank regulatory capital relief. Intangible assets may generate returns from contractual payments based on the use or sales of products derived from the ownership of the intangible assets (often intellectual property) that underlies those products. Each Fund’s investment strategies are non-fundamental and may be changed without Shareholder approval. For a complete description of each Fund’s fundamental policies, see “Investment Objectives and Restrictions - Fundamental Investment Restrictions” in the SAI. Target Allocations The Fund’s representative target allocations of underlying private funds and direct co-investments in private portfolio companies are indicated below. Please note that the proposed targets are guidelines that may vary as the market opportunity evolves. The allocations to each sub-asset category may vary by as much as 10 percentage points or more. The Fund may include select transactions (i.e., Direct Co-Investments and Secondary Fund Investments), which may further diversify the portfolio, generate incremental returns, and mitigate J-curve effects. Portfolio Construction Strategy Type Target Allocation Private Equity 65% Private Real Assets 10% Public and Private Credit 25% Representative Portfolio Target Allocations Strategy Type North America Europe Asia Private Equity 20-35% 20-35% 5-15% Private Real Assets 0-10% 0-5% 0-5% Public and Private Credit 10-25% 0-10% 0-5% Investment Philosophy The Adviser seeks to create high-performing diverse private markets solutions that prudently manage portfolio risk, exceed the returns on investments that do not possess the illiquidity of private markets investments and meet or exceed investors’ risk-adjusted return expectations. The Adviser seeks to achieve this through building comprehensive private markets solutions, which incorporate a full range of illiquid investment opportunities on a global basis. The Adviser’s investment offerings are structured in a manner that is intended to allow investors to access a diverse private equity portfolio or to address more specific portfolio requirements. In the case of each Feeder Fund, through its investments in the Master Fund, the Adviser has concentrated its activity on a subsector of markets where the Adviser sees compelling performance potential. The Adviser seeks to provide investors with access to the best private markets opportunities on a global basis by investing in the Portfolio Investments as discussed in this Prospectus. Since its founding in 1972, the Adviser has evolved from an investment technology firm into a global advisory company specializing in investment products, consulting services, and technology solutions. The Adviser was established on a principle of deep analytical rigor and that fundamental philosophy still applies in the research the Adviser conducts today. The Adviser integrates a top-down thesis-based investment philosophy and complements that with bottom-up due diligence, seeking to exploit the seams of inefficiencies derived from this approach. The Adviser believes these seams (e.g., the higher barriers to entry, lower transparency, and lower liquidity qualities that are inherent to private markets) have the potential to lead to excess returns that may be realized through differentiated managers investing in these inefficient markets. As the Adviser’s market thesis crystalizes and through a series of market mapping exercises, the Adviser begins to look for fund managers that have clearly defined, repeatable processes that drive advantaged transaction sourcing and operational improvements in portfolio holdings. These considerations funnel to risk being managed within a portfolio context, with qualitative and quantitative tools. Investment Strategy The Adviser’s investment strategy has evolved as it has grown its global organization. The strategy is based on a clearly defined model developed as a team that begins with the investment objective described above and concludes with the inclusion of specific investments into a portfolio. Firstly, the foundation of the program is a set of clearly defined and agreed upon principles: • Economic and business fundamentals matter, • Opportunity is greatest where talent and capital are scarce, • Proactively source managers with a clear competitive advantage, • Alternative investments are part of a broader portfolio, • Private capital is expensive: manage fees, risk, and illiquidity, • Recognize the manager life cycle: identify skilled managers early, • Be a trusted resource for underlying partnerships, and • Seek manager integrity, reputation, and alignment of interest. Secondly, thoughtful portfolio architecture at the inception of a mandate balances the discipline of top-down portfolio construction with the flexibility to react to rapidly evolving market opportunities. Direct Co-Investments and Secondary Fund Investments are included tactically in the portfolio in an effort to enhance diversification, cash flow timing and return potential. The Adviser believes that setting diversification targets at the inception of a program is a critical step in overall portfolio risk management. Thirdly, the Private Markets Investment Funds manager selection process applies a rigorous, institutionalized due diligence framework to help identify opportunity and illuminate risks. The Adviser’s investment criteria seek to provide specific guidelines to identify and support managers that should provide a differentiated offering and have a competitive advantage in their targeted strategy. Sourcing The Adviser’s research is focused on proactive contact with leading Private Markets Investment Funds managers. Based on its analysis of industry trends, the Adviser expects that Private Markets Investment Funds managers from the Adviser’s manager database will bring approximately 500 new funds to market each year. By identifying a select group of prospective investments in advance, the Adviser believes it has the ability to focus intensely on the best opportunities, which the Adviser believes affords it the opportunity to influence terms and conditions of selected partnerships for better alignment of interests. All members of the Adviser’s investment team are actively engaged in the sourcing process, which has become increasingly structured and broad over the past few years. Information on investment opportunities is maintained in the Adviser’s manager database and particular investment opportunities are discussed and reviewed at the Adviser’s investment staff meetings. If an investment opportunity initially passes the Adviser’s screen, a team performs preliminary due diligence. This level of due diligence may include all of the following: a meeting (in-person or telephonic) with the manager’s key personnel, review of the investment strategy, review of the manager’s track record and preliminary reference checks. This preliminary due diligence will then result in either a rejection or a recommendation to add the opportunity to the Adviser’s focus list. The focus list recommendation is made at the Adviser’s Investment Committee meeting. If an opportunity is approved by the Adviser’s Investment Committee to be included on the focus list, further and comprehensive due diligence begins. Due Diligence Private Markets Investment Funds and Direct Co-Investments due diligence incorporates a review of the investment track record of each senior investment professional, their ability to access investment opportunities on a proprietary basis, consummate investments at reasonable or inexpensive prices, add value through active management of portfolio companies and manage growth. The Adviser utilizes a proprietary, multi-dimensional framework for assessing managers that is based on the Institutional Limited Partnership Association (“ILPA”) due diligence guidelines. The framework aims to identify key strengths and potential risks in each investment the Adviser makes. Further, the due diligence process includes on-site meetings with managers, operational due diligence, a review of portfolio company financials and reference checking with portfolio company management teams and on-site portfolio company due diligence as appropriate. In addition, the Adviser emphasizes expected performance as part of its due diligence process. While past performance is considered important, it cannot predict future performance. Accordingly, the Adviser combines knowledge of the key drivers of performance with proprietary tools to estimate expected returns. Each Private Markets Investment Funds and Direct Co-Investment is scrutinized in an attempt to determine the management team’s ability to achieve top-quartile performance. During the investigation process, the Adviser builds a due diligence file for each investment opportunity. The due diligence process results in the preparation of a due diligence report, which is presented to and discussed with the Adviser’s Investment Committee. While the specific factors that drive performance differ between managers, the Adviser does follow a broad set of investment criteria designed to identify and support managers that provide a differentiated offering and have what the Adviser believes to be a clear competitive advantage in their articulated strategy. The Adviser’s specific criteria follow: • Strategy addresses a sustainable market inefficiency or anomaly • Identifiable and understandable value drivers • Demonstrated operational, financial or strategic expertise • Verifiable and consistent success executing proposed strategy • Track record that supports investment thesis prospectively • Organizational structure to support long term success • Acceptable investment terms • Manager integrity, reputation and alignment • Adequate private equity infrastructure in target geography For monitoring purposes, the Adviser collects data from underlying investments on a quarterly basis, at the fund and portfolio company level. Each senior investment professional is assigned coverage of relationships and is responsible for reviewing the performance and valuation of selected funds and their underlying portfolio companies. The Adviser’s personnel review the valuation methodology of each firm and must sign off on the valuations of underlying investments. The Adviser also holds regular quarterly calls or meetings with managers to assess the progress of each portfolio company. This quarterly review is supplemented by audited financial reports from managers, attendance at annual investor meetings and other regular contact with managers. | |
Risk Factors [Table Text Block] | TYPES OF INVESTMENTS AND RELATED RISKS The value of a Feeder Fund’s net assets may fluctuate in response to fluctuations in the value of the Portfolio Investments in which the Master Fund invests. Discussed below are the investments generally made by Private Markets Investment Funds and where applicable, the Master Fund directly, and the principal risks that the Adviser and the Funds believe are associated with those investments. The Master Fund’s Direct Co-Investments generally will consist of investments held or able to be held by a Private Markets Investment Funds. Accordingly, the Master Fund will be exposed to such risks directly through its Direct Co-Investments rather than indirectly through its investments in Private Markets Investment Funds. These risks will, in turn, have an effect on the Feeder Funds through their investment in the Master Fund. The Master Fund does not currently intend to make other types of direct investments, except that, in response to adverse market, economic or political conditions, the Master Fund may invest temporarily in high quality fixed income securities, money market instruments and affiliated or unaffiliated money market funds or may hold cash or cash equivalents for temporary defensive purposes. In addition, the Master Fund may also make these types of investments pending the investment of assets in Private Markets Investment Funds or Direct Co-Investments or to maintain the liquidity necessary to effect repurchases of the Master Fund’s Shares. When the Master Fund takes a defensive position or otherwise makes these types of investments, it may not achieve its investment objective. No guarantee or representation is made that the investment program of the Funds will be successful, that the various investments selected by the Master Fund will produce positive returns or avoid losses or that the Funds will achieve their investment objectives. The following discussions of the various risks associated with the Feeder Funds and their Shares are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Funds. Prospective investors should read this entire Prospectus and consult with their own advisors before deciding whether to invest in a Feeder Fund. In addition, as the Funds’ investment program changes or develops over time, an investment in a Fund may be subject to risk factors not described in this Prospectus. The Feeder Funds will update this Prospectus to account for any material changes in the risks involved with an investment in the Feeder Funds. General Investment Risk Nature of the Fund. Master-Feeder Structure. Multiple Levels of Expense. Operating Deficits. Limited Operating History. Limitations on Transfer. Repurchase Risks. With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer (the “Notice Date”). The Notice Date generally will be approximately 30 days prior to the date as of which the Shares to be repurchased are valued by a Fund (the “Valuation Date”). Tenders will be revocable upon written notice to the Fund until the Notice Date. Shareholders that elect to tender any Shares for repurchase will not know the price at which such Shares will be repurchased until the Fund’s NAV as of the Valuation Date is able to be determined. General economic and market conditions, or specific events affecting one or more underlying Portfolio Investments, could cause a decline in the value of Shares in a Feeder Fund after a Shareholder elects to tender Shares through the date that the Fund values such Shares for repurchase. Therefore, the value of a Shareholder’s Shares at the time a Fund repurchases such Shares may be lower relative to the date that the Shareholder elected to tender such Shares. Moreover, because the Notice Date will be substantially in advance of the Valuation Date, Shareholders who tender Shares of a Fund for repurchase will receive their repurchase proceeds well after the Notice Date and will not know the amount of such proceeds prior to making a decision to tender. Shareholders who require minimum annual distributions from a retirement account through which they hold shares should consider a Fund’s schedule for repurchase offers and submit repurchase requests accordingly. In addition, the Master Fund’s investments in Portfolio Investments are subject to lengthy lock-up periods where the Master Fund will not be able to dispose of such investments except through secondary transactions with third parties, which may occur at a significant discount to NAV and which may not be available at any given time. There is no assurance that third parties will engage in such secondary transactions, and the Master Fund may require and be unable to obtain the Private Markets Investment Fund’s consent to effect such transactions. The Funds may need to suspend or postpone repurchase offers if the Master Fund is not able to dispose of its interests in Portfolio Investments in a timely manner. When the Master Fund disposes of Portfolio Investments to raise cash to facilitate repurchases, the Master Fund will not be as fully invested in Portfolio Investments as it was prior to such dispositions and thus may not be able to achieve returns at a level that it would if it was more fully invested. Substantial requests for a Fund to repurchase Shares could require a Fund to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the repurchases and achieve a market position appropriately reflecting a smaller asset base. This could have a material adverse effect on the value of the Shares. To the extent a Fund obtains repurchase proceeds by the Master Fund’s disposition of its interest in certain Private Market Assets, the Master Fund will thereafter hold a larger proportion of its assets in the remaining Private Market Assets, some of whose interests at times may be less liquid or illiquid. This could adversely affect the ability of a Fund to fund subsequent repurchase requests of Shareholders or to conduct future repurchases at all. In addition, after giving effect to such dispositions, the remaining Portfolio Investments may not reflect the Adviser’s ideal judgments as to the desired portfolio composition of the Master Fund’s Portfolio Investments, in that the Master Fund’s, and thus the Feeder Funds’, performance may be tied to the performance of fewer Portfolio Investments and/or may not reflect the Adviser’s judgment as to the Funds’ optimal exposure to particular asset classes or investment strategies. These consequences may be particularly applicable if a Fund received requests to repurchase substantial amounts of Shares and may have a material adverse effect on the Fund’s ability to achieve its investment objective and the value of the Shares. In addition, substantial repurchases of Shares could result in a sizeable decrease in a Fund’s net assets, resulting in an increase in the Fund’s total annual operating expense ratio. Further, if a Fund borrows money to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing the Fund expenses and reducing any net investment income. A Fund must maintain asset coverage of at least 300% of its indebtedness, including amounts borrowed and guaranteed, at the time it borrows money to finance repurchases. Nasdaq Secondary Fund Auction Risk. Availability of Suitable Investments. Economic Environment. Diverse Shareholders. General Economic and Market Risk . Illiquidity of Investments. Certain investments may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such investments. Valuation of such investment may be difficult or uncertain because there may be limited information available about the issuers of such investments. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable and the Master Fund or a Private Markets Investment Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid investments often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of investments eligible for trading on national securities exchanges or in the over-the-counter markets. The Master Fund or Private Markets Investment Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Master Fund or Private Markets Investment Funds may be required to hold such investments despite adverse price movements. Even those markets which the Adviser or a general partner or manager of a Private Markets Investment Fund expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Difficulty of Valuing the Master Fund’s Investments. Inability to Meet Investment Objective or Investment Strategy. Performance of Investments. In addition, the performance of Private Markets Investment Funds are difficult to measure and therefore such measurements may not be as reliable as performance information for other investment products because, among other things: (i) there is often no market for underlying investments, (ii) Private Markets Investment Funds take years to achieve a realization event and are difficult to value before realization, (iii) Private Markets Investment Funds are made over time as capital is drawn down from investments, (iv) the performance record of their investments are not established until the final distributions are made, which may be 10-12 years or longer after the initial closing and (v) industry performance information for Private Markets Investment Funds’ investments may be skewed upwards due to survivor bias and lack of reporting by underperforming managers. Leverage. To the extent the Master Fund borrows money or otherwise leverages its investments, the favorable and unfavorable effects of price movements in the Master Fund’s investments will be magnified. In addition, the Master Fund’s Direct Co-Investments, the portfolio investments of the Private Markets Investment Funds in which the Master Fund may invest, and, thus, such Private Markets Investment Funds, are expected to employ or involve significant leverage and/or credit risk. Such portfolio investments may include companies whose capital structures have significant leverage, such as would be the case following a leveraged buyout or management buying transaction. The leveraged capital structure of such portfolio investments would increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the portfolio company or its industry. A highly leveraged company is generally more sensitive to downturns in its business and to changes in prevailing economic conditions than is a company with a lower level of debt. A company that is already highly leveraged may be less able to raise additional capital or financing to meet unanticipated contingencies. Other investments in which the Master Fund may participate directly or indirectly, such as distressed securities and other special situations, may also involve exposure to interest-rate or credit risk. The Master Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit, if any; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Master Fund may terminate or refuse to renew any credit facility into which the Master Fund has entered. If the Master Fund is unable to access additional credit, it may be forced to sell its interests in Private Markets Investment Funds at inopportune times, which may further depress the returns of the Master Fund. The Asset Coverage Requirement requires the Master Fund to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the Master Fund incurs the indebtedness. This requirement means that the value of the Master Fund’s total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The Master Fund’s borrowings will at all times be subject to this 300% Asset Coverage Requirement. Non-Diversification Risk. Control of Portfolio Companies. Reliance on Management. Possibility of Fraud and Other Misconduct . Foreign Investments. On January 31, 2020, the United Kingdom (the “UK”) formally withdrew from the European Union (the “EU”) (commonly referred to as “Brexit”). Following a transition period during which the EU and the UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with the EU, the EU and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement became effective on a provisional basis on January 1, 2021 and formally entered into force on May 1, 2021. While the full impact of Brexit is unknown, Brexit has already resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences of Brexit, how future negotiations of trade relations will proceed, and how the financial markets will react to all of the preceding. As this process unfolds, markets may be further disrupted. Brexit may also cause additional member states to contemplate departing from the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. The effects of Brexit on the UK and EU economies and the broader global economy could be significant, resulting in negative impacts, such as business and trade disruptions, increased volatility and illiquidity, and potentially lower economic growth of markets in the UK, EU and globally, which could negatively impact the value of the Master Fund’s investments. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations while the new relationship between the UK and EU is further defined and the UK determines which EU laws to replace or replicate. Additionally, depreciation of the British pound sterling and/or the euro in relation to the U.S. dollar following Brexit could adversely affect Master Fund investments denominated in the British pound sterling and/or the euro, regardless of the performance of the investment. On February 24, 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses. These sanctions, any future sanctions or other actions, or even the threat of further sanctions or other actions, may negatively affect the value and liquidity of the Master Fund’s investments. The extent and duration of the war in Ukraine and the longevity and severity of sanctions remain unknown, but they could have a significant adverse impact on the European economy as well as the price and availability of certain commodities, including oil and natural gas, throughout the world. These sanctions, and the resulting disruption of the Russian economy, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the Master Fund, even if the Master Fund does not have direct exposure to securities of Russian issuers. Whether or not the Master Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Master Fund’s investments due to the interconnected nature of the global economy and capital markets. Secondary Investments. Timing of Investment Risk. Distressed, Special Situations and Venture Investments. Emerging Markets. Market Disruption Risk and Terrorism Risk. Natural Disaster/Epidemic Risk. Investment and Repatriation Restrictions. Competition. Cybersecurity Risk The Funds will depend heavily upon computer systems to perform necessary business functions. Despite implementation of a variety of security measures, computer systems could be subject to cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, the Adviser or the managers of the Private Markets Investment Funds may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, their computer systems and networks, or otherwise cause interruptions or malfunctions in their operations or the operations of the Master Fund, Fund or the Private Markets Investment Funds, which could result in reputational damage, financial losses, litigation, increased costs, and/or regulatory penalties. Third parties with which a Fund will do business may also be sources of cybersecurity or other technological risks. Certain functions are outsourced and these relationships allow for the storage and processing of a Funds’ or Adviser’s information, as well as customer, counterparty, employee and borrower information. While the Adviser engages in actions to reduce exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Lack of Regulatory Oversight. Legal, Tax and Regulatory Risks. The Adviser has, or is part of a larger firm that has, multiple business lines active in several jurisdictions that are governed by a multitude of legal systems and regulatory regimes, some of which are new and evolving. The Funds, the Adviser and their affiliates are subject to a number of unusual risks, including changing laws and regulations, developing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. Some of this evolution may be directed at the private fund industry in general or certain segments of the industry, and may result in scrutiny or claims against the Funds, the Adviser or their affiliates directly for actions taken or not taken by the Funds or the Adviser. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance, and might make some Portfolio Investments unavailable to the Master Fund. The effect on the Funds, the Adviser or any affiliate of any such legal risk, litigation or regulatory action could be substantial and adverse. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the alternative investment fund industry in general. Certain legislation proposing greater regulation of the industry periodically is considered by Congress, as well as the governing bodies of non-U.S. jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Funds or the Private Markets Investment Funds may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Funds or the Private Markets Investment Funds. Enhanced Scrutiny and Potential Regulation of the Private Investment Partnership Industry and the Financial Services Industry. On July 21, 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act provided for a number of changes to the regulatory regime governing investment advisers and private investment funds, including the Adviser and the Funds. Among other effects, the Dodd-Frank Act imposed increased recordkeeping and reporting obligations on the Adviser and the managers of the Private Markets Investment Funds. Records and reports relating to the Funds that must be maintained by the Adviser and are subject to inspection by the SEC include (i) assets under management and use of leverage (including off-balance-sheet leverage), (ii) counterparty credit risk exposure, (iii) trading and investment positions, (iv) valuation policies and practices, (v) type of assets held, (vi) side arrangements or side letters; (vii) trading practices; and (viii) certain other information. While the Dodd-Frank Act subjects such records and reports to certain confidentiality provisions and provides an exemption from the U.S. Freedom of Information Act (“FOIA”), no assurance can be given that the mandated disclosure of records or reports to the SEC or other governmental entities will not have a significant negative impact on the Funds or the Adviser. It is possible that the increased regulatory burden, along with the corresponding increase in compliance costs, may cause some sponsors of Private Markets Investment Funds to exit the private fund industry, thereby decreasing the pool of eligible funds for investments. The Adviser is required to comply with a variety of periodic reporting and compliance-related obligations under applicable laws (including, without limitation, the obligation of the Adviser and its affiliates to make regulatory filings with respect to the Funds and their activities under the Advisers Act (including, without limitation, Form PF and reports or notices in connection with the Alternative Investment Fund Managers Directive and/or U.S. Commodity Futures Tradition Commission-related matters)). In light of the heightened regulatory environment in which the Funds and the Adviser operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for the Funds, the Adviser and their affiliates to comply with such regulatory reporting and compliance-related obligations. Furthermore, various federal, state, and local agencies have been examining the role of placement agents, finders, and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information. The Adviser may be required to provide certain information regarding investors in the Funds to regulatory agencies and bodies in order to comply with applicable laws and regulations. There can be no assurance that any of the foregoing will not have an adverse impact on the Adviser or otherwise impede the Master Fund’s, and therefore each Feeder Fund’s, ability to effectively achieve its investment objectives. Investment Banking and Other Fees. Material, Non-Public Information. Constraints of Confidentiality Agreements. Provision of Managerial Assistance. Disposition of Investments. Failure to Make Capital Contributions. The Fund may enter into unfunded commitment agreements to make certain investments, including with respect to investing in Private Market Investment Funds. Under the SEC’s rule applicable to a fund’s use of derivatives, unfunded commitment agreements are not derivatives transactions. The Fund will only enter into such unfunded commitment agreements if the Adviser reasonably believes, at the time it enters into such agreement, that the Fund will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements as they come due. Indemnification. Tax Risks. The Master Fund or underlying Portfolio Investments will seek to restrict non-qualifying income from such investments that do not generate qualifying income, to a maximum of 10% of its gross income (when combined with its other investments that produce non-qualifying income) to comply with the “Gross Income Test” (as described in the section below titled “U.S. Federal Income Tax Matters”) necessary for the Master Fund to qualify as a RIC under Subchapter M of the Internal Revenue Code. To the extent the Master Fund invests in Portfolio Investments that make investments into portfolio companies that are partnerships or transparent for U.S. federal income tax purposes, the Master Fund may be allocated non-qualifying income from such portfolio companies. However, the Master Fund may generate more non-qualifying income than anticipated, may not be able to generate qualifying income in a particular taxable year at levels sufficient to meet the qualifying income test, or may not be able to accurately predict the non-qualifying income from these investments. Failure to comply with the Gross Income Test could have significant negative economic consequences to Fund Shareholders. Under certain circumstances, the Master Fund may be able to cure a failure to meet the Gross Income Test, but in order to do so the Master Fund may incur significant fund-level taxes, which would effectively reduce (and could eliminate) Shareholder’s returns. The Master Fund may gain most of its exposure to certain operating portfolio companies and real estate through certain domestic and non-U.S. entities treated as corporations for U.S. federal income tax purposes within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code for qualification as a RIC, either through direct investments in such entities or indirectly through investments in Private Markets Investment Funds that invest through such entities. To the extent the Master Fund invests through domestic corporate entities (that are not REITs), any income will likely be subject to the 21% corporate level tax before being distributed to the Master Fund as a dividend. To the extent that the Master Fund invests through non-U.S. corporate entities, such entities may be treated as “controlled foreign corporations” under the Internal Revenue Code. The “Subpart F” income (defined in Section 951 of the Internal Revenue Code to include certain passive income) of the Master Fund attributable to its investment in a “controlled foreign corporation” is “qualifying income” to the Master Fund to the extent that such income is derived with respect to the Master Fund’s business of investing in stock, securities or currencies. The Master Fund expects its “Subpart F” income attributable to its investment in such “controlled foreign corporations” to be derived with respect to the Master Fund’s business of investing in stock, securities or currencies and to be treated as “qualifying income.” The Adviser will carefully monitor the Master Fund’s investments in such corporate entities to ensure that no more than 25% of the Master Fund’s assets are treated as invested in a single “issuer” for purposes of the Asset Diversification Test (as described in the section below titled “U.S. Federal Income Tax Matters”). There are no assurances that the IRS will agree with the Master Fund’s determination of the “issuer” for certain of its investments for purposes of the Asset Diversification Test. Failure to comply with the Asset Diversification Test could cause the Master Fund to cease to qualify as a RIC or could require the Master Fund to reduce its exposure to certain of its investments, which may result in difficulty in implementing the Funds’ investment strategy. If the Master Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income would be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. Failure to comply with the requirements for qualification as a RIC would have significant negative tax consequences to the Shareholders of the Funds). See the “U.S. Federal Income Tax Matters” section below for further detail. Under certain circumstances, the Master Fund may be able to cure a failure to meet the Asset Diversification Test, but in order to do so the Master Fund may incur significant fund-level taxes, which would effectively reduce (and could eliminate) Shareholder’s returns. If a Fund invests in a controlled foreign corporation, the Fund will comply with the provisions of the 1940 Act governing investment policies and capital structure on an aggregate basis with the controlled foreign corporation. In addition, the Master Fund’s investment in “controlled foreign corporations” may cause the Master Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding the excise tax as described in the section below titled “U.S. Federal Income Tax Matters.” Accordingly, in order to avoid certain income and excise taxes, the Master Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so. Failure to satisfy the Distribution Requirement will result in taxation of a Fund as a regular corporation subject to a 21% corporate tax. In such a case, a Fund would not qualify for any dividends paid deductions and it would generally be taxed on the full amount of its taxable income and gains. In addition, dividend payments to Shareholders generally would be taxed as ordinary dividends even if such dividends are paid out of the Fund’s long-term capital gains. Underlying partnerships in which the Master Fund may invest will deliver Schedules K-1 to the Master Fund to report its share of income, gains, losses, deductions and credits of such underlying partnerships. These Schedules K-1 may be delayed and may not be received until after the time that the WPA Fund issues its tax reporting statements. As a result, the Feeder Funds may at times find it necessary to reclassify the amount and character of its distributions to investors after it issues a 1099 tax reporting document to investors. In addition, the delayed receipt of Schedules K-1 to the Master Fund could cause the Funds to incur entity level tax and an excise tax for not having distributed sufficient amounts of income and gains each year pursuant to the applicable distribution requirements. Please see the section entitled “U.S. Federal Income Tax Matters” for more information. If for any reason a Fund should lose its classification as a RIC, such loss could produce adverse tax and economic consequences to shareholders. Key Personnel. Risks Related to Electronic Communication. Potential Conflicts of Interest. Client Relationships. Other Activities of the Adviser Allocation of Investment Opportunities; Limitations of Exemptive Relief pro rata The 1940 Act imposes significant limits on the ability of the Master Fund to co-invest with other funds and accounts managed by the Adviser. The Adviser and the Funds may rely on previously-issued no action guidance from the SEC that, subject to certain limitations and requirements, provides a limited ability for the Master Fund to co-invest alongside the Adviser and its affiliates in Portfolio Investments. The Master Fund will not have exclusive rights to investment opportunities in relation to the right | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Capital Stock [Table Text Block] | DESCRIPTION OF CAPITAL STRUCTURE AND SHARES Each Fund’s Agreement and Declaration of Trust (each, a “Declaration of Trust”) authorizes the issuance of an unlimited number of full and fractional Shares of each Fund, each of which represents an equal proportionate interest in each Fund with each other Share. Currently, each Fund offers one class of Shares: Institutional Shares Shareholders will be entitled to the payment of distributions when, as and if declared by the Board. Each Fund currently intends to make distributions to its Shareholders after payment of Fund operating expenses including interest on outstanding borrowings, if any, no less frequently than annually. The 1940 Act may limit the payment of distributions to Shareholders. Each whole Share shall be entitled to one vote as to matters on which it is entitled to vote pursuant to the terms of the Declaration of Trust on file with the SEC. Upon liquidation of a Fund, after paying or adequately providing for the payment of all liabilities of the Fund, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining assets of the Fund (in cash or in kind) among its Shareholders. There are no pre-emptive rights associated with the shares. Each Declaration of Trust provides that the Funds’ Shareholders are not liable for any liabilities of the Funds. Each Fund has submitted to the SEC an application for an exemptive order to permit the Fund to offer additional classes of Shares. The SEC may determine not to grant such an order, and there is no assurance that the SEC will grant such an order. If the SEC does not grant such an order, only Institutional Class Shares will be offered. If the SEC does grant such an order, any additional class of Shares will have certain differing characteristics and differences in the distribution and/or shareholder servicing fees that may be charged. Currently, only the WPA Fund intends to offer additional classes of shares if the SEC exemptive order is granted. | |
Nature Of The Fund Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Nature of the Fund. | |
Master Feeder Structure Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Master-Feeder Structure. | |
Multiple Levels Of Exposure Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Multiple Levels of Expense. | |
Operating Deficits Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Operating Deficits. | |
Limited Or No Operating History Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Limited Operating History. | |
Limitations On Transfer Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Limitations on Transfer. | |
Repurchase Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Repurchase Risks. With respect to any future repurchase offer, Shareholders tendering any Shares for repurchase must do so by a date specified in the notice describing the terms of the repurchase offer (the “Notice Date”). The Notice Date generally will be approximately 30 days prior to the date as of which the Shares to be repurchased are valued by a Fund (the “Valuation Date”). Tenders will be revocable upon written notice to the Fund until the Notice Date. Shareholders that elect to tender any Shares for repurchase will not know the price at which such Shares will be repurchased until the Fund’s NAV as of the Valuation Date is able to be determined. General economic and market conditions, or specific events affecting one or more underlying Portfolio Investments, could cause a decline in the value of Shares in a Feeder Fund after a Shareholder elects to tender Shares through the date that the Fund values such Shares for repurchase. Therefore, the value of a Shareholder’s Shares at the time a Fund repurchases such Shares may be lower relative to the date that the Shareholder elected to tender such Shares. Moreover, because the Notice Date will be substantially in advance of the Valuation Date, Shareholders who tender Shares of a Fund for repurchase will receive their repurchase proceeds well after the Notice Date and will not know the amount of such proceeds prior to making a decision to tender. Shareholders who require minimum annual distributions from a retirement account through which they hold shares should consider a Fund’s schedule for repurchase offers and submit repurchase requests accordingly. In addition, the Master Fund’s investments in Portfolio Investments are subject to lengthy lock-up periods where the Master Fund will not be able to dispose of such investments except through secondary transactions with third parties, which may occur at a significant discount to NAV and which may not be available at any given time. There is no assurance that third parties will engage in such secondary transactions, and the Master Fund may require and be unable to obtain the Private Markets Investment Fund’s consent to effect such transactions. The Funds may need to suspend or postpone repurchase offers if the Master Fund is not able to dispose of its interests in Portfolio Investments in a timely manner. When the Master Fund disposes of Portfolio Investments to raise cash to facilitate repurchases, the Master Fund will not be as fully invested in Portfolio Investments as it was prior to such dispositions and thus may not be able to achieve returns at a level that it would if it was more fully invested. Substantial requests for a Fund to repurchase Shares could require a Fund to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the repurchases and achieve a market position appropriately reflecting a smaller asset base. This could have a material adverse effect on the value of the Shares. To the extent a Fund obtains repurchase proceeds by the Master Fund’s disposition of its interest in certain Private Market Assets, the Master Fund will thereafter hold a larger proportion of its assets in the remaining Private Market Assets, some of whose interests at times may be less liquid or illiquid. This could adversely affect the ability of a Fund to fund subsequent repurchase requests of Shareholders or to conduct future repurchases at all. In addition, after giving effect to such dispositions, the remaining Portfolio Investments may not reflect the Adviser’s ideal judgments as to the desired portfolio composition of the Master Fund’s Portfolio Investments, in that the Master Fund’s, and thus the Feeder Funds’, performance may be tied to the performance of fewer Portfolio Investments and/or may not reflect the Adviser’s judgment as to the Funds’ optimal exposure to particular asset classes or investment strategies. These consequences may be particularly applicable if a Fund received requests to repurchase substantial amounts of Shares and may have a material adverse effect on the Fund’s ability to achieve its investment objective and the value of the Shares. In addition, substantial repurchases of Shares could result in a sizeable decrease in a Fund’s net assets, resulting in an increase in the Fund’s total annual operating expense ratio. Further, if a Fund borrows money to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing the Fund expenses and reducing any net investment income. A Fund must maintain asset coverage of at least 300% of its indebtedness, including amounts borrowed and guaranteed, at the time it borrows money to finance repurchases. | |
Nasdaq Secondary Fund Auction Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Nasdaq Secondary Fund Auction Risk. | |
Availibility Of Suitable Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Availability of Suitable Investments. | |
Economic Environment Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Economic Environment. | |
Diverse Shareholders Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Diverse Shareholders. | |
General Economic And Market Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | General Economic and Market Risk . | |
Illiquidity Of Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Illiquidity of Investments. Certain investments may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such investments. Valuation of such investment may be difficult or uncertain because there may be limited information available about the issuers of such investments. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable and the Master Fund or a Private Markets Investment Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid investments often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of investments eligible for trading on national securities exchanges or in the over-the-counter markets. The Master Fund or Private Markets Investment Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Master Fund or Private Markets Investment Funds may be required to hold such investments despite adverse price movements. Even those markets which the Adviser or a general partner or manager of a Private Markets Investment Fund expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. | |
Difficulty Of Valuing The Master Funds Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Difficulty of Valuing the Master Fund’s Investments. | |
Inability To Meet Investment Objective Or Investment Strategy Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Inability to Meet Investment Objective or Investment Strategy. | |
Performance Of Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Performance of Investments. In addition, the performance of Private Markets Investment Funds are difficult to measure and therefore such measurements may not be as reliable as performance information for other investment products because, among other things: (i) there is often no market for underlying investments, (ii) Private Markets Investment Funds take years to achieve a realization event and are difficult to value before realization, (iii) Private Markets Investment Funds are made over time as capital is drawn down from investments, (iv) the performance record of their investments are not established until the final distributions are made, which may be 10-12 years or longer after the initial closing and (v) industry performance information for Private Markets Investment Funds’ investments may be skewed upwards due to survivor bias and lack of reporting by underperforming managers. | |
Leverage Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Leverage. To the extent the Master Fund borrows money or otherwise leverages its investments, the favorable and unfavorable effects of price movements in the Master Fund’s investments will be magnified. In addition, the Master Fund’s Direct Co-Investments, the portfolio investments of the Private Markets Investment Funds in which the Master Fund may invest, and, thus, such Private Markets Investment Funds, are expected to employ or involve significant leverage and/or credit risk. Such portfolio investments may include companies whose capital structures have significant leverage, such as would be the case following a leveraged buyout or management buying transaction. The leveraged capital structure of such portfolio investments would increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the portfolio company or its industry. A highly leveraged company is generally more sensitive to downturns in its business and to changes in prevailing economic conditions than is a company with a lower level of debt. A company that is already highly leveraged may be less able to raise additional capital or financing to meet unanticipated contingencies. Other investments in which the Master Fund may participate directly or indirectly, such as distressed securities and other special situations, may also involve exposure to interest-rate or credit risk. The Master Fund may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit, if any; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to the Master Fund may terminate or refuse to renew any credit facility into which the Master Fund has entered. If the Master Fund is unable to access additional credit, it may be forced to sell its interests in Private Markets Investment Funds at inopportune times, which may further depress the returns of the Master Fund. The Asset Coverage Requirement requires the Master Fund to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the Master Fund incurs the indebtedness. This requirement means that the value of the Master Fund’s total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this Asset Coverage Requirement is breached. The Master Fund’s borrowings will at all times be subject to this 300% Asset Coverage Requirement. | |
Non Diversification Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non-Diversification Risk. | |
Control Of Portfolio Companies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Control of Portfolio Companies. | |
Reliance On Management Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Reliance on Management. | |
Possibility Of Fraud And Other Misconduct Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Possibility of Fraud and Other Misconduct . | |
Foreign Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Foreign Investments. On January 31, 2020, the United Kingdom (the “UK”) formally withdrew from the European Union (the “EU”) (commonly referred to as “Brexit”). Following a transition period during which the EU and the UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with the EU, the EU and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement became effective on a provisional basis on January 1, 2021 and formally entered into force on May 1, 2021. While the full impact of Brexit is unknown, Brexit has already resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is considerable uncertainty about the potential consequences of Brexit, how future negotiations of trade relations will proceed, and how the financial markets will react to all of the preceding. As this process unfolds, markets may be further disrupted. Brexit may also cause additional member states to contemplate departing from the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. The effects of Brexit on the UK and EU economies and the broader global economy could be significant, resulting in negative impacts, such as business and trade disruptions, increased volatility and illiquidity, and potentially lower economic growth of markets in the UK, EU and globally, which could negatively impact the value of the Master Fund’s investments. Brexit could also lead to legal uncertainty and politically divergent national laws and regulations while the new relationship between the UK and EU is further defined and the UK determines which EU laws to replace or replicate. Additionally, depreciation of the British pound sterling and/or the euro in relation to the U.S. dollar following Brexit could adversely affect Master Fund investments denominated in the British pound sterling and/or the euro, regardless of the performance of the investment. On February 24, 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses. These sanctions, any future sanctions or other actions, or even the threat of further sanctions or other actions, may negatively affect the value and liquidity of the Master Fund’s investments. The extent and duration of the war in Ukraine and the longevity and severity of sanctions remain unknown, but they could have a significant adverse impact on the European economy as well as the price and availability of certain commodities, including oil and natural gas, throughout the world. These sanctions, and the resulting disruption of the Russian economy, may cause volatility in other regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the Master Fund, even if the Master Fund does not have direct exposure to securities of Russian issuers. Whether or not the Master Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Master Fund’s investments due to the interconnected nature of the global economy and capital markets. | |
Secondary Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Secondary Investments. | |
Timing Of Investment Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Timing of Investment Risk. | |
Distressed Special Situations And Venture Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Distressed, Special Situations and Venture Investments. | |
Emerging Markets Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Emerging Markets. | |
Market Disruption Risk And Terrorism Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Market Disruption Risk and Terrorism Risk. | |
Natural Disaster Epidemic Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Natural Disaster/Epidemic Risk. | |
Investment And Repatriation Restrictions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investment and Repatriation Restrictions. | |
Competition Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Competition. | |
Cybersecurity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Cybersecurity Risk The Funds will depend heavily upon computer systems to perform necessary business functions. Despite implementation of a variety of security measures, computer systems could be subject to cyberattacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, the Adviser or the managers of the Private Markets Investment Funds may experience threats to their data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, their computer systems and networks, or otherwise cause interruptions or malfunctions in their operations or the operations of the Master Fund, Fund or the Private Markets Investment Funds, which could result in reputational damage, financial losses, litigation, increased costs, and/or regulatory penalties. Third parties with which a Fund will do business may also be sources of cybersecurity or other technological risks. Certain functions are outsourced and these relationships allow for the storage and processing of a Funds’ or Adviser’s information, as well as customer, counterparty, employee and borrower information. While the Adviser engages in actions to reduce exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. | |
Lack Of Regulatory Oversight Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Lack of Regulatory Oversight. | |
Legal Tax And Regulatory Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Legal, Tax and Regulatory Risks. The Adviser has, or is part of a larger firm that has, multiple business lines active in several jurisdictions that are governed by a multitude of legal systems and regulatory regimes, some of which are new and evolving. The Funds, the Adviser and their affiliates are subject to a number of unusual risks, including changing laws and regulations, developing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. Some of this evolution may be directed at the private fund industry in general or certain segments of the industry, and may result in scrutiny or claims against the Funds, the Adviser or their affiliates directly for actions taken or not taken by the Funds or the Adviser. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance, and might make some Portfolio Investments unavailable to the Master Fund. The effect on the Funds, the Adviser or any affiliate of any such legal risk, litigation or regulatory action could be substantial and adverse. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the alternative investment fund industry in general. Certain legislation proposing greater regulation of the industry periodically is considered by Congress, as well as the governing bodies of non-U.S. jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Funds or the Private Markets Investment Funds may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Funds or the Private Markets Investment Funds. | |
Enhanced Scrutiny And Potential Regulation Of The Private Investment Partnership Industry And The Financial Services Industry Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Enhanced Scrutiny and Potential Regulation of the Private Investment Partnership Industry and the Financial Services Industry. On July 21, 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act provided for a number of changes to the regulatory regime governing investment advisers and private investment funds, including the Adviser and the Funds. Among other effects, the Dodd-Frank Act imposed increased recordkeeping and reporting obligations on the Adviser and the managers of the Private Markets Investment Funds. Records and reports relating to the Funds that must be maintained by the Adviser and are subject to inspection by the SEC include (i) assets under management and use of leverage (including off-balance-sheet leverage), (ii) counterparty credit risk exposure, (iii) trading and investment positions, (iv) valuation policies and practices, (v) type of assets held, (vi) side arrangements or side letters; (vii) trading practices; and (viii) certain other information. While the Dodd-Frank Act subjects such records and reports to certain confidentiality provisions and provides an exemption from the U.S. Freedom of Information Act (“FOIA”), no assurance can be given that the mandated disclosure of records or reports to the SEC or other governmental entities will not have a significant negative impact on the Funds or the Adviser. It is possible that the increased regulatory burden, along with the corresponding increase in compliance costs, may cause some sponsors of Private Markets Investment Funds to exit the private fund industry, thereby decreasing the pool of eligible funds for investments. The Adviser is required to comply with a variety of periodic reporting and compliance-related obligations under applicable laws (including, without limitation, the obligation of the Adviser and its affiliates to make regulatory filings with respect to the Funds and their activities under the Advisers Act (including, without limitation, Form PF and reports or notices in connection with the Alternative Investment Fund Managers Directive and/or U.S. Commodity Futures Tradition Commission-related matters)). In light of the heightened regulatory environment in which the Funds and the Adviser operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for the Funds, the Adviser and their affiliates to comply with such regulatory reporting and compliance-related obligations. Furthermore, various federal, state, and local agencies have been examining the role of placement agents, finders, and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information. The Adviser may be required to provide certain information regarding investors in the Funds to regulatory agencies and bodies in order to comply with applicable laws and regulations. There can be no assurance that any of the foregoing will not have an adverse impact on the Adviser or otherwise impede the Master Fund’s, and therefore each Feeder Fund’s, ability to effectively achieve its investment objectives. | |
Investment Banking And Other Fees Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investment Banking and Other Fees. | |
Material Non Public Information Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Material, Non-Public Information. | |
Constraints Of Confidentiality Agreements Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Constraints of Confidentiality Agreements. | |
Provision Of Managerial Assistance Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Provision of Managerial Assistance. | |
Disposition Of Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Disposition of Investments. | |
Failure To Make Capital Contributions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Failure to Make Capital Contributions. The Fund may enter into unfunded commitment agreements to make certain investments, including with respect to investing in Private Market Investment Funds. Under the SEC’s rule applicable to a fund’s use of derivatives, unfunded commitment agreements are not derivatives transactions. The Fund will only enter into such unfunded commitment agreements if the Adviser reasonably believes, at the time it enters into such agreement, that the Fund will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements as they come due. | |
Indemnification Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Indemnification. | |
Tax Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Tax Risks. The Master Fund or underlying Portfolio Investments will seek to restrict non-qualifying income from such investments that do not generate qualifying income, to a maximum of 10% of its gross income (when combined with its other investments that produce non-qualifying income) to comply with the “Gross Income Test” (as described in the section below titled “U.S. Federal Income Tax Matters”) necessary for the Master Fund to qualify as a RIC under Subchapter M of the Internal Revenue Code. To the extent the Master Fund invests in Portfolio Investments that make investments into portfolio companies that are partnerships or transparent for U.S. federal income tax purposes, the Master Fund may be allocated non-qualifying income from such portfolio companies. However, the Master Fund may generate more non-qualifying income than anticipated, may not be able to generate qualifying income in a particular taxable year at levels sufficient to meet the qualifying income test, or may not be able to accurately predict the non-qualifying income from these investments. Failure to comply with the Gross Income Test could have significant negative economic consequences to Fund Shareholders. Under certain circumstances, the Master Fund may be able to cure a failure to meet the Gross Income Test, but in order to do so the Master Fund may incur significant fund-level taxes, which would effectively reduce (and could eliminate) Shareholder’s returns. The Master Fund may gain most of its exposure to certain operating portfolio companies and real estate through certain domestic and non-U.S. entities treated as corporations for U.S. federal income tax purposes within the limitations of the federal tax requirements of Subchapter M of the Internal Revenue Code for qualification as a RIC, either through direct investments in such entities or indirectly through investments in Private Markets Investment Funds that invest through such entities. To the extent the Master Fund invests through domestic corporate entities (that are not REITs), any income will likely be subject to the 21% corporate level tax before being distributed to the Master Fund as a dividend. To the extent that the Master Fund invests through non-U.S. corporate entities, such entities may be treated as “controlled foreign corporations” under the Internal Revenue Code. The “Subpart F” income (defined in Section 951 of the Internal Revenue Code to include certain passive income) of the Master Fund attributable to its investment in a “controlled foreign corporation” is “qualifying income” to the Master Fund to the extent that such income is derived with respect to the Master Fund’s business of investing in stock, securities or currencies. The Master Fund expects its “Subpart F” income attributable to its investment in such “controlled foreign corporations” to be derived with respect to the Master Fund’s business of investing in stock, securities or currencies and to be treated as “qualifying income.” The Adviser will carefully monitor the Master Fund’s investments in such corporate entities to ensure that no more than 25% of the Master Fund’s assets are treated as invested in a single “issuer” for purposes of the Asset Diversification Test (as described in the section below titled “U.S. Federal Income Tax Matters”). There are no assurances that the IRS will agree with the Master Fund’s determination of the “issuer” for certain of its investments for purposes of the Asset Diversification Test. Failure to comply with the Asset Diversification Test could cause the Master Fund to cease to qualify as a RIC or could require the Master Fund to reduce its exposure to certain of its investments, which may result in difficulty in implementing the Funds’ investment strategy. If the Master Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income would be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. Failure to comply with the requirements for qualification as a RIC would have significant negative tax consequences to the Shareholders of the Funds). See the “U.S. Federal Income Tax Matters” section below for further detail. Under certain circumstances, the Master Fund may be able to cure a failure to meet the Asset Diversification Test, but in order to do so the Master Fund may incur significant fund-level taxes, which would effectively reduce (and could eliminate) Shareholder’s returns. If a Fund invests in a controlled foreign corporation, the Fund will comply with the provisions of the 1940 Act governing investment policies and capital structure on an aggregate basis with the controlled foreign corporation. In addition, the Master Fund’s investment in “controlled foreign corporations” may cause the Master Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the Distribution Requirement and for avoiding the excise tax as described in the section below titled “U.S. Federal Income Tax Matters.” Accordingly, in order to avoid certain income and excise taxes, the Master Fund may be required to liquidate its investments at a time when the investment adviser might not otherwise have chosen to do so. Failure to satisfy the Distribution Requirement will result in taxation of a Fund as a regular corporation subject to a 21% corporate tax. In such a case, a Fund would not qualify for any dividends paid deductions and it would generally be taxed on the full amount of its taxable income and gains. In addition, dividend payments to Shareholders generally would be taxed as ordinary dividends even if such dividends are paid out of the Fund’s long-term capital gains. Underlying partnerships in which the Master Fund may invest will deliver Schedules K-1 to the Master Fund to report its share of income, gains, losses, deductions and credits of such underlying partnerships. These Schedules K-1 may be delayed and may not be received until after the time that the WPA Fund issues its tax reporting statements. As a result, the Feeder Funds may at times find it necessary to reclassify the amount and character of its distributions to investors after it issues a 1099 tax reporting document to investors. In addition, the delayed receipt of Schedules K-1 to the Master Fund could cause the Funds to incur entity level tax and an excise tax for not having distributed sufficient amounts of income and gains each year pursuant to the applicable distribution requirements. Please see the section entitled “U.S. Federal Income Tax Matters” for more information. If for any reason a Fund should lose its classification as a RIC, such loss could produce adverse tax and economic consequences to shareholders. | |
Key Personnel Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Key Personnel. | |
Risks Related To Electronic Communication [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Related to Electronic Communication. | |
Potential Conflicts Of Interest Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Potential Conflicts of Interest. Client Relationships. Other Activities of the Adviser Allocation of Investment Opportunities; Limitations of Exemptive Relief pro rata The 1940 Act imposes significant limits on the ability of the Master Fund to co-invest with other funds and accounts managed by the Adviser. The Adviser and the Funds may rely on previously-issued no action guidance from the SEC that, subject to certain limitations and requirements, provides a limited ability for the Master Fund to co-invest alongside the Adviser and its affiliates in Portfolio Investments. The Master Fund will not have exclusive rights to investment opportunities in relation to the rights of such other funds. “Cross transactions” between the Master Fund and other of the Adviser’s clients may give rise to a conflict of interest between the Master Fund and those of the other parties to the transaction. | |
L I B O R Replacement Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | LIBOR Replacement Risk. Although the transition process away from LIBOR has become increasingly well-defined, the impact on certain debt securities, derivatives and other financial instruments that utilize LIBOR remains uncertain. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that continue to rely on LIBOR. The transition may also result in a change in (i) the value of certain instruments held by the Master Fund, (ii) the cost of temporary borrowing for the Master Fund, or (iii) the effectiveness of related Fund transactions such as hedges, as applicable. In planning for the transition away from LIBOR, various financial industry groups have encountered obstacles to converting certain longer term securities and transactions to a new benchmark. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate (“SOFR”), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate (“SONIA”) in England. Both SOFR and SONIA, as well as certain other proposed replacement rates, are materially different from LIBOR, and changes in the applicable spread for financial instruments transitioning away from LIBOR need to be made to accommodate the differences. Liquid markets for newly-issued instruments that use an alternative reference rate are still developing. Consequently, there may be challenges for the Master Fund to enter into hedging transactions against instruments tied to alternative reference rates until a market for such hedging transactions develops. Additionally, while many existing LIBOR-based instruments have contemplated a scenario where LIBOR is no longer available by providing for an alternative or “fallback” rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments have such fallback provisions. While it is expected that market participants will amend legacy financial instruments referencing LIBOR to include fallback provisions to alternative reference rates, there remains uncertainty regarding the willingness and ability of parties to add or amend such fallback provisions in legacy instruments maturing after the end of 2021, particularly with respect to legacy cash products. Federal legislation has been enacted in the U.S. to assist with the transition away from LIBOR to new reference rates for instruments known as “tough legacy” contracts. Although there are ongoing efforts among global government entities and other organizations to address transition-related uncertainties, the ultimate effectiveness of such efforts is not yet known. Any effects of the transition away from LIBOR and the adoption of alternative reference rates, as well as other unforeseen effects, could result in losses to the Master Fund. Furthermore, the risks associated with the discontinuation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition to an alternative reference rate is not completed in a timely manner. | |
Default Recovery And Restructuring Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Default, Recovery and Restructuring Risks. | |
Highly Leveraged Companies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Highly Leveraged Companies. | |
Secondary Market Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Secondary Market Investments. Purchasers of loans are predominantly commercial banks, investment funds, investment banks and insurance companies. As secondary market trading volumes increase, new loans frequently contain standardized documentation to facilitate loan trading that may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because holders of such loans are offered confidential information relating to the borrower, the unique and customized nature of the loan agreement and the private syndication of the loan, loans are not purchased or sold as easily as publicly traded securities are purchased or sold. The Private Markets Investment Funds may acquire interests in loans indirectly by purchasing a participation from the selling institution. Holders of participations are subject to additional risks not applicable to a holder of a direct interest in a loan. Participations typically result in a contractual relationship only with the selling institution, not with the borrower under the loan. In the case of a participation, the Private Markets Investment Fund will generally have the right to receive payments to which it is entitled only from the selling institution and only upon receipt by such selling institution of such payments from the borrower. By holding a participation in a loan, the Private Markets Investment Fund generally will have no right to enforce compliance by the borrower with the terms of the loan, nor any rights of set off against the borrower, and the Private Markets Investment Fund may not directly benefit from the collateral supporting the loan in which it has purchased the participation. As a result, the Private Markets Investment Fund will assume the credit risk of both the borrower and the institution selling the participation, which will remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the Private Markets Investment Fund, by owning a participation, may be treated as a general unsecured creditor of the selling institution, and may not benefit from (and may be at risk as a result of) any set-off between the selling institution and the borrower. In addition, a Private Markets Investment Fund may purchase a participation from a selling institution that does not itself retain any portion of the applicable loan and, therefore, may have limited interest in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower. When a Private Markets Investment Fund holds a participation in a loan, it will generally not have the right to vote under the applicable loan agreement with respect to every matter that arises thereunder and may not have the right to vote to waive enforcement of any default by a borrower. Except in limited circumstances and subject to limited exceptions, it is expected that each selling institution will reserve the right to administer the loan sold by it as it sees fit and to amend the documentation evidencing such loan in all respects. Selling institutions voting in connection with such matters may have interests different from those of a Private Markets Investment Fund and may fail to consider the interests of the Private Markets Investment Fund in connection with their votes. Most agreements governing participations with respect to bank loans provide that the selling institution may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees, or releases any material guarantee or security without the consent of the participant (at least to the extent the participant would be affected by any such amendment, modification or waiver). However, the standards relating to such voting agreements are not uniform. | |
Risks Of Equity Items [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks of Equity Items. The successful use of options and warrants depends principally on price movements of the underlying securities. In addition, when it purchases an option or warrant, a Private Markets Investment Fund runs the risk that it will lose its entire investment in a relatively short period of time, unless the Private Markets Investment Fund exercises the option or warrant or enters into a closing transaction with respect to the option during the life of the option or warrant. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Private Markets Investment Fund will lose part or all of its investment in the option. There is no assurance that any Private Markets Investment Fund will be able to effect closing transactions at any particular time or at any acceptable price. In the event of the bankruptcy of a broker through which the Private Markets Investment Fund engages in transactions in options or warrants, the Private Markets Investment Fund could experience delays or losses in liquidating open positions purchased or sold through the broker. | |
Covenant Light Loans Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Covenant-Light Loans. | |
Rising Interest Rate Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Rising Interest Rate Risks. Investments bearing fixed-rates of interest may also be adversely impacted by rising market interest rates. Generally, when market interest rates rise, the prices of fixed-rate debt obligations fall, and vice versa. A Private Markets Investment Fund’s investments may decline in value because of increases in market interest rates. This risk is heightened in the current market environment because market interest rates remain low and the U.S. Federal Reserve’s (the “Fed”) forward guidance suggests that it intends to continue to raise short-term interest rates over the next few years. | |
Nature Of Bankruptcy Proceedings Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Nature of Bankruptcy Proceedings. In addition, the bankruptcy laws and regimes of certain jurisdictions outside the United States may be untested, subject to manipulation or change and not provide a proven venue to resolve a company’s bankruptcy estate. | |
Insolvency Considerations Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Insolvency Considerations. If a court in a lawsuit brought by an unpaid creditor or representative of creditors of an issuer of an investment, such as a trustee in bankruptcy, were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness constituting such investment and, after giving effect to such indebtedness, the issuer (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital, or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could determine to invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, and subordinate such indebtedness to existing or future creditors of the issuer or recover amounts previously paid by the issuer in satisfaction of such indebtedness. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts were then greater than all of its property at a fair valuation or if the present fair salable value of its assets were then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply in order to determine whether the issuer was “insolvent” after giving effect to the incurrence of the indebtedness constituting the investments or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence. In addition, in the event of the insolvency of an obligor, payments made on such investments could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year under U.S. Federal bankruptcy law or even longer under state laws) before insolvency. In general, if payments on an investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured, either from the initial recipient (such as a Private Markets Investment Fund) or from subsequent transferees of such payments (such as the Private Markets Investment Fund’s investors, including the Master Fund). | |
Priority Of Liens Arising By Operation Of Law Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Priority of Liens arising by Operation of Law. | |
Structured Notes Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Structured Notes. | |
Loan Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Loan Investments. Leveraged Loans Hung Loans Bank Loans As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high-yield debt market. Second Lien Loans Bridge Loans Debtor-in-Possession (“DIP”) Loans Fraud | |
Collateralized Obligations Generally [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Collateralized Obligations Generally. The value of CDOs generally fluctuates with, among other things, the financial condition of the obligors or issuers of the underlying portfolio of assets of the related CDO (“CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CDOs must rely solely on distributions on the CDO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CDO Collateral are insufficient to make payments on the CDOs, no other assets will be available for payment of the deficiency and following realization of the CDOs, the obligations of such issuer to pay such deficiency generally will be extinguished. CDO Collateral may consist of high-yield debt securities, loans, asset-backed securities and other securities, which often are rated below investment grade (or of equivalent credit quality). High-yield debt securities generally are unsecured (and loans may be unsecured) and may be subordinated to certain other obligations of the issuer thereof. The lower ratings of high-yield securities and below investment grade loans reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative. Subordination of CDO Debt and CDO Equity Mandatory Redemption of CDO Senior Tranches and CDO Debt Optional Redemption of CDO Senior Tranches and CDO Debt Warehouse Agreements | |
A B S And M B S Generally [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | ABS and MBS Generally. ABS and MBS Subordinated Securities Commercial MBS Most commercial mortgage loans underlying MBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower’s assets other than the collateral. If borrowers are not able or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the subordinated classes of the related MBS are likely to be adversely affected. The ultimate extent of the loss, if any, to the subordinated classes of MBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note, or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks, and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related MBS. Revenues from the assets underlying such MBS may be retained by the borrower and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court appointed receiver to control collateral cash flow. ABS The collateral supporting ABS is of shorter maturity than certain other types of loans and is less likely to experience substantial prepayments. ABS are often backed by pools of any variety of assets, including, for example, leases, mobile home loans and aircraft leases, which represent the obligations of a number of different parties and use credit enhancement techniques such as letters of credit, guarantees or preference rights. The value of an ABS is affected by changes in the market’s perception of the asset backing the security and the creditworthiness of the servicing agent for the loan pool, the originator of the loans or the financial institution providing any credit enhancement, as well as by the expiration or removal of any credit enhancement. RMBS RMBS Investments in RMBS may experience losses or reduced yield if, for example, (i) the borrower of an underlying residential mortgage loan defaults or is unable to make payments, (ii) the underlying residential mortgage loans are prepaid, (iii) there is a general decline in the housing market, or (iv) violations of particular provisions of certain U.S. Federal laws by an issuer of RMBS limit the ability of the issuer to collect all or part of the principal of or interest on the related underlying loans. | |
Risks Related To Balloon Loans [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Related to Balloon Loans. | |
Risk Of Decline In Particular Industries Or Businesses [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Decline in Particular Industries or Businesses. | |
Construction Redevelopment And Renovation Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Construction, Redevelopment and Renovation Risks. | |
Risk Of Eminent Domain [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Eminent Domain. | |
Risks Associated With Investments In R E I Ts [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Associated with Investments in REITs. | |
Environmental Liabilities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Environmental Liabilities. | |
Non U S Borrowers Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non-U.S. Borrowers. The economies of individual non-U.S. countries may also differ from the U.S. economy in such respects as the effect of the global recession, growth or contraction of the gross domestic product, rate of inflation, politics, volatility of currency exchange rates, capital reinvestment, resources self-sufficiency and balance of payments position. Accordingly, investments involving non-U.S. borrowers could face risks which would not pertain to other investments, which could expose a Private Markets Investment Fund to losses on such investments. Because the effectiveness of the judicial systems in the countries in which the Private Markets Investment Funds may invest varies, the Private Markets Investment Funds may have difficulty in foreclosing or successfully pursuing claims in the courts of such countries, as compared to the United States or other countries. Further, to the extent a Private Markets Investment Fund may obtain a judgment but is required to seek its enforcement in the courts of one of the countries in which the Private Markets Investment Fund invests, there can be no assurance that such courts will enforce such judgment. The laws of many nations often lack the sophistication and consistency found in the United States with respect to foreclosure, bankruptcy, corporate reorganization and creditors’ rights. In many foreign countries, there is the possibility of expropriation, nationalization or confiscatory taxation, limitations on the convertibility of currency or the removal of securities, property or other assets of a Private Markets Investment Fund, political, economic or social instability or adverse diplomatic developments, each of which could have an adverse effect on the Private Markets Investment Funds’ investments in such foreign countries (which may make it more difficult to pay U.S. Dollar-denominated obligations). The economies of individual non-U.S. countries may also differ from the U.S. economy in such respects as the effect of the global recession, growth or contraction of the gross domestic product, rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resources self-sufficiency and balance of payments position. | |
Real Estate Related Investments Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Real Estate-Related Investments. | |
Development Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Development. | |
Office Properties Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Office Properties. | |
Multifamily Properties Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Multifamily Properties. In addition, certain local and international jurisdictions regulate the relationship of an owner and its tenants. Generally, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. In addition to U.S. federal, state and/or local regulation of the landlord-tenant relationship, numerous counties and/or municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. | |
Retail Properties Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Retail Properties. The general strength of retail sales also directly affects retail properties. If retail sales by tenants in a Private Markets Investment Fund’s properties were to decline, the rents that are based on a percentage of revenues may also decline, and tenants may be unable to pay the fixed portion of their rents or other occupancy costs. The cessation of business by a significant tenant can adversely affect a retail property, not only because of rent and other factors specific to such tenant, but also because significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at such property. | |
Student Housing Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Student Housing. Leases of student housing properties typically are for a term of one year or less. Properties may need to be entirely re-leased each year, exposing a Private Markets Investment Fund to more leasing risk than property lessors that lease their properties for longer terms. Student housing properties are also typically leased during a limited leasing period that begins each October and ends in September of the following year. This requires increased reliance on the effectiveness of marketing and leasing efforts and personnel during this leasing period. Any significant difficulty in leasing properties would adversely affect results of operations and the financial condition of a Private Markets Investment Fund’s investment. Additionally, student-tenants may be more likely to default on their lease obligations during the summer months, which could further reduce revenues during this period. Although lease obligations will typically be guaranteed by a parent, the Private Markets Investment Fund may have to spend considerable effort and expense in pursuing payment upon a defaulted lease, and efforts may not be successful. Furthermore, tenants may not have to submit a security deposit, making it significantly less likely that the tenant will cover potential damages to the property. | |
Assisted Living And Seniors Housing Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Assisted-Living and Seniors’ Housing. Health care in general is an area subject to extensive regulation and frequent regulatory change. Some jurisdictions promote regionally-managed and regulated health care systems. These changes favor larger operators that have the resources to provide more cost-effective management services and well-developed staff training programs on a regional basis. There can be no assurance that future regulatory changes in health care, particularly those changes affecting the seniors’ housing industry, will not materially adversely affect the Private Markets Investment Funds. It may be difficult to obtain certain required regulatory approvals or sustain current funding levels. Delays in obtaining regulatory approvals could hinder the services and operations of a Private Markets Investment Fund’s seniors’ housing, which could materially adversely affect a Fund’s anticipated revenues, results of operations and cash flows. Retirement communities in certain provinces are subject to audits and/or inspections by government authorities to ensure compliance with applicable laws and licensing requirements. Government agencies have steadily increased their enforcement activity over the past several years. Further, laws and regulation periodically change over time and regulatory bodies may impose more stringent requirements on the underlying portfolio investments of the Private Markets Investment Funds. As a result, the Private Markets Investment Funds and their managers must continually allocate increased resources to ensure compliance with applicable regulations. However, there is no assurance that the Private Markets Investment Fund and their managers will be able to increase its resource allocation sufficiently to match all costs of compliance or increased costs of compliance. Where the Private Markets Investment Funds have originated and/or acquired loans secured by retirement community properties, the applicable provincial licensing and regulatory may limit the ability of the Private Markets Investment Funds to foreclose on such properties. The Private Markets Investment Fund may be subject to certain restrictions when considering foreclosing on any such collateral. As a result, the manager of the Private Markets Investment Fund may restrict or limit the exercise of rights for the Private Markets Investment Fund in connection with such loans. | |
Risks Associated With Commercial Mortgage Loans [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Associated with Commercial Mortgage Loans. Commercial mortgage loans are generally viewed as exposing a lender to a greater risk of loss through delinquency and foreclosure than lending on the security of single family residences. The ability of a borrower to repay a loan secured by income-producing property typically is dependent primarily upon the successful operation and operating income of such property (i.e., the ability of tenants to make lease payments, the ability of a property to attract and retain tenants, and the ability of the owner to maintain the property, minimize operating expenses, and comply with applicable zoning and laws) rather than upon the existence of independent income or assets of the borrower. Many commercial mortgage loans provide recourse only to specific assets, such as the property, and not against the borrower’s other assets or personal guarantees. Commercial mortgage loans generally do not fully amortize, which can necessitate a sale of the property or refinancing of the remaining “balloon” amount at or prior to maturity of the mortgage loan. Accordingly, investors in commercial mortgage loans bear the risk that the borrower will be unable to refinance or otherwise repay the mortgage at maturity, thereby increasing the likelihood of a default on the borrower’s obligation. Exercise of foreclosure and other remedies may involve lengthy delays and additional legal and other related expenses on top of potentially declining property values. In certain circumstances, the creditors may also become liable upon taking title to an asset for environmental or structural damage existing at the property. | |
Risks Associated With Residential Mortgage Loans [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Associated with Residential Mortgage Loans. In addition, certain residential mortgage loans may be structured with negative amortization features. Negative amortization arises when the mortgage payment in respect of a loan is smaller than the interest due on such loan. On any such mortgage loans, if the monthly payments are not enough to cover both the interest and principal payments on the loan, the shortfall is added to the principal balance, causing the loan balance to increase rather than decrease over time. Because the related mortgagors may be required to make a larger single payment upon maturity, the default risk associated with such mortgage loans may be greater than that associated with fully amortizing mortgage loans. | |
Risk Of Decline In Value Of Real Estate Collateral [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk of Decline in Value of Real Estate Collateral. | |
Litigation At The Property Level Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Litigation at the Property Level. | |
Commmodity Prices Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Commodity Prices. | |
Sub Sector Specific Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Sub-Sector Specific Risk. • Pipelines • Gathering and processing • Exploration and production • Propane • Coal • Marine shipping | |
Supply Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Supply Risk. | |
Demand For Oil And Gas Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Demand for Oil and Gas. | |
Inherent Operating Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Inherent Operating Risks. | |
Drilling Engineering Construction And Development Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Drilling, Engineering, Construction and Development Risks. | |
Evaluation Limitation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Evaluation Limitations. | |
Royalty Interest Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Royalty Interest Risks. | |
Legislation And Regulatory Initiatives Relating To Hydraulic Fracturing Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Legislation and Regulatory Initiatives Relating to Hydraulic Fracturing. | |
Technology Innovation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Technology Innovation. | |
Unavailability Of Equipment Or Personnel Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Unavailability of Equipment or Personnel. | |
Risk Factors Related To Midstream And Natural Gas Storage Industry [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risk Factors Related to Midstream and Natural Gas Storage Industry. The markets and pipelines to which natural gas, natural gas liquids, condensate or other products are delivered establish specifications for the products they are willing to accept. These specifications include requirements such as hydrocarbon dewpoint, compositions, temperature, and foreign content (such as water, sulfur, carbon dioxide, and hydrogen sulfide), and these specifications can vary by product, pipeline or markets. If the total mix of a product delivered by a portfolio company to a pipeline or market fails to meet the applicable product quality specifications, the pipeline or market may refuse to accept all or a part of the products scheduled for delivery to it or may invoice the portfolio company for the costs to handle or damages from receiving the out-of-specification products. In those circumstances, the portfolio company may be required to find alternative markets for that product or to shut-in the producers of the non-conforming natural gas that is causing the products to be out of specification, potentially reducing through-put volumes or revenues. | |
Terrorist Activities Effect On Oil And Gas Prices Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Terrorist Activities Effect on Oil and Gas Prices. | |
Taxation Of Oil And Gas Properties Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Taxation of Oil and Gas Properties. | |
Construction And Right Of Way Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Construction and Right-of-Way Risk. The construction of additions to any existing gathering and transportation assets may require acquisition of new rights-of-way prior to constructing new pipelines. A portfolio company in which a invests may be unable to obtain such rights-of-way to connect new natural gas supplies to existing gathering lines or capitalize on other attractive expansion opportunities. Additionally, it may become more expensive to obtain new rights-of-way or to renew existing rights-of-way. If the cost of renewing or obtaining new rights-of-way increases, cash flows of a Private Markets Investment Fund or its portfolio company could be adversely affected. A midstream portfolio company typically will not own all of the land on which its pipelines and facilities have been constructed, and therefore will be subject to the possibility of more onerous terms or increased costs to retain necessary land use if valid rights-of-way are not in place or if such rights-of-way lapse or terminate. Any loss of rights, through the inability to renew right-of-way contracts or otherwise, could have a material adverse effect on the ability of a Private Markets Investment Fund to make cash distributions. | |
Renewable Energy Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Renewable Energy. In addition, if solar or wind conditions are unfavorable, a portfolio company’s electricity generation and revenue from renewable generation facilities may be substantially below its expectations. The electricity produced and revenues generated by a solar electric or wind energy generation facility are highly dependent on suitable solar or wind conditions, as applicable, and associated weather conditions, which are beyond the control of a Private Markets Investment Fund or its manager. Furthermore, components of a portfolio company’s systems, such as solar panels and inverters, could be damaged by severe weather, such as hailstorms or tornadoes. In addition, replacement and spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could impair the effectiveness of a portfolio company’s assets, reduce their output beneath their rated capacity or require shutdown of key equipment, impeding operation of its renewable assets. A Private Markets Investment Fund or its portfolio company may base its investment decision with respect to a renewable generation facility on the findings of related wind and solar studies conducted on-site prior to construction or based on historical conditions at existing facilities. However, actual climatic conditions at a facility site, particularly wind conditions, may not conform to the findings of these studies and therefore, a portfolio company’s solar and wind energy facilities may not meet anticipated production levels or the rated capacity of its generation assets, which could adversely affect the business, financial condition and results of operations and cash flows. | |
Key Inputs Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Key Inputs. | |
Independent Contractors Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Independent Contractors. | |
New Technologies And Products Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | New Technologies and Products. | |
Power Purchase Agreement Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Power Purchase Agreement Risk. | |
Operating Pursuant To Complex Government Licenses Leases Concessions Or Contracts Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Operating Pursuant to Complex Government Licenses, Leases, Concessions or Contracts. Additional regulatory approvals, including, without limitation, renewals, extensions, transfers, assignments, reissuances or similar actions, may become applicable in the future, including due to a change in laws and regulations, a change in the portfolio companies’ customer(s) or for other reasons. There can be no assurance that a Private Markets Investment Fund’s portfolio company will be able to (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future, (ii) obtain any necessary modifications to existing regulatory approvals or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could impair or prevent operation of a facility or sales to third parties or could result in additional costs to a portfolio company. | |
Sovereign Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Sovereign Risk. | |
Reliance On Power Transmission And Facilities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Reliance on Power Transmission and Facilities. | |
Land Title Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Land Title Risks. | |
Climate Change Laws Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Climate Change Laws. | |
Regulatory Matters Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regulatory Matters. - | |
Infrastructure Risk Generally [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Infrastructure Risk Generally. Most infrastructure assets have unique locational and market characteristics, which could make them highly illiquid or appealing only to a narrow group of investors. Political and regulatory considerations and popular sentiments could also affect the ability of the Private Markets Investment Fund to buy or sell investments on favorable terms. Infrastructure assets can have a narrow customer base. Should any of the customers or counterparties fail to pay their contractual obligations, significant revenues could cease and become irreplaceable. This would affect the profitability of the infrastructure assets. Infrastructure projects are generally heavily dependent on the operator of the assets. There are a limited number of operators with the expertise necessary to successfully maintain and operate infrastructure projects. The insolvency of the lead contractor, a major subcontractor or a key equipment supplier could result in material delays, disruptions and costs that could significantly impair the financial viability of an infrastructure investment project and in turn the Private Markets Investment Fund’s investment therein. | |
Environmental Matters Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Environmental Matters. • A Private Markets Investment Fund’s operating costs and performance may be affected by the costs of its portfolio companies in complying with existing environmental laws, ordinances and regulations, as well as the cost of complying with future legislation or environmental problems that materially impair the value of the properties in which such Private Markets Investment Fund has invested or that serve as collateral for such Private Markets Investment Fund’s investments. Under various applicable environmental laws and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. • In addition, the presence of hazardous or toxic substances, or the failure to remediate such property properly, may adversely affect the owner’s ability to borrow using such real property as collateral. Certain clean-up actions brought by governmental and private parties, as well as the presence of hazardous substances on a property, may lead to claims of personal injury, property damage or other claims by private claimants. In some states, contamination of a property may give rise to a lien on the property to assure payment of the costs of cleanup. In some states, this lien has priority over the lien of a pre-existing mortgage. Additionally, third parties may seek recovery from owners or operators of real properties for cleanup costs, property damage or personal injury associated with releases of, or other exposure to, hazardous substances related to the properties. The owner’s liability for any required remediation generally is not limited by law and could, accordingly, exceed the value of the property and/or the aggregate assets of the owner. • Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility, whether or not such facility is or ever was owned or operated by such person. Certain environmental laws and common law principles could be used to impose liability for release of asbestos-containing materials (“ACMs”) into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with exposure to released ACMs or other hazardous materials. Environmental laws may also impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated, and these restrictions may require substantial expenditures. In connection with the ownership and operation of its investment properties, a Private Markets Investment Fund may be potentially directly or indirectly liable for any such costs. The costs of defending against claims of liability or remediation of contaminated property and the cost of complying with such environmental laws could materially adversely affect financial performance of a Private Markets Investment Fund or its portfolio company. • Infrastructure assets may be subject to numerous statutes, rules and regulations relating to environmental protection. Liabilities may arise as a result of a large number of factors, including changes in laws or regulations and the existence of conditions that were unknown at the time of acquisition or operation, which may ultimately affect the return on a Private Markets Investment Fund’s investment. • In addition, infrastructure assets can have a substantial environmental impact. As a result, community and environmental groups may protest about the development or operation of infrastructure assets, and these protests may induce government action to the detriment of the owner of the infrastructure asset. Ordinary operation or occurrence of an accident with respect to infrastructure assets could cause major environmental damage, which may result in significant financial distress to the particular asset. In addition, the costs of remediating, to the extent possible, the resulting environmental damage and repairing relations with the affected community, could be significant, which may ultimately affect the return on the Private Markets Investment Fund’s investment. • The forest products industry is subject to extensive environmental regulation in the United States. Additional regulations are likely to become applicable to the operation of Private Markets Investment Funds’ investments, resulting in increased costs, reduced operating flexibility, and additional capital expenditures that could adversely affect operating results. | |
Investments In Leveraged Infrastructure Assets Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investments in Leveraged Infrastructure Assets. | |
Construction Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Construction Risks. | |
Operating And Technical Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Operating and Technical Risk. | |
Documentation Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Documentation Risks. | |
Regulatory Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regulatory Risks. Where the ability to operate an infrastructure investment is subject to a concession or lease from the government, the concession or lease may restrict the operation of the infrastructure investment. Leases or concessions may also contain clauses more favorable to the government counterparty than would a typical commercial contract (for example, enabling the government to terminate a lease or concession in certain circumstances without paying adequate compensation). If an infrastructure investment fails to comply with any regulation or contractual obligation, the infrastructure investment (and, indirectly a Private Markets Investment Fund) could be subject to monetary penalties, loss of the right to operate affected businesses, or both. Furthermore, government permits, licenses, concessions, leases and contracts are generally very complex and may result in a dispute over interpretation or enforceability. In addition to any contractual rights they may enjoy, government counterparties may also have the independent discretion to implement or change laws, regulations or treaties affecting the operations of infrastructure investments. There can be no assurance that any future modification to applicable laws, regulations or treaties will not adversely impact a Private Markets Investment Fund. Infrastructure investments may be subject to rate regulation by government agencies because of their unique position as the sole or predominant providers of services that are often essential to the community. As a result, certain infrastructure investments might be subject to unfavorable price regulation by government agencies. For example, infrastructure companies engaged in businesses with monopolistic or oligopolistic characteristics, such as electricity distribution and airports, could face caps placed by regulators on allowable returns. Often these price determinations are final with limited or no right of appeal. Given the public interest aspect of the services that infrastructure investments provide, political oversight of the sector is likely to remain pervasive and unpredictable and, for political reasons, governments may attempt to take actions which may negatively affect the operations, revenue, profitability or contractual relationships of infrastructure investments, including through expropriation. For example, in response to public pressure and/or lobbying efforts by specific interest groups, government entities may put pressure on infrastructure investments to reduce toll rates, limit or abandon planned rate increases, and/or exempt certain classes of users from tolls. Under these circumstances, if the affected infrastructure investments are unable to secure adequate compensation to restore the economic balance of the relevant concession agreement, financial condition and results of operations of a portfolio company in which a Private Markets Investment Fund invests could be materially and adversely affected. Certain infrastructure investments may need to use public ways or may operate under easements. Under the terms of agreements governing the use of public ways or easements, government authorities may retain the right to restrict the use of such public ways or easements or to require issuers to remove, modify, replace or relocate their facilities at the issuer’s expense. If a government authority exercises these rights, the issuer could incur significant costs and its ability to provide service to its customers could be disrupted, which could adversely impact the performance of the investment. | |
Cyclicality Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Cyclicality Risk. | |
Timberlands Business Competition [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Timberlands Business Competition. | |
Cyclical Nature Of The Timberlands Values Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Cyclical Nature of Timberlands Values. | |
Volatility Of Forest Product Prices Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Volatility of Forest Product Prices. The industries that use these various wood products drive the demand for them. Each market prices the product independently from the other markets. It is possible that all markets could deteriorate simultaneously, and negatively affect the ability of a Private Markets Investment Fund to make distributions. The demand for most saw timber depends on the level of construction, repair, and remodeling activity occurring in the general economy. Interest rates and other local, national and international economic conditions affect the level of construction, repair and remodeling activity. A slowdown in construction and/or remodeling is likely to reduce demand for timber, which may reduce revenues of a portfolio companies in which a Private Markets Investment Fund invests. While the United States construction market has rebounded from lows experienced during the recent recession, increasing interest rates may negatively affect future levels of construction, repair, and remodeling activity. Wood substitutes and lower quality wood products may increasingly compete with higher quality saw timber, also possibly reducing demand for timber. Demand for pulpwood is affected by the general level of economic activity. Pulp mills’ output is primarily sold to large retail sellers of paper products. In the event of a decline in paper usage, these retailers may reduce their demand on pulp mills, and the market for pulpwood could be adversely affected. Additionally, if paper recycling were to become more widely practiced, reduced demand for new paper made from pulpwood could result. The number of timber sellers and the volume of timber available for sale determine the supply of timber. Historically, increases in timber prices have caused owners of timberlands to increase their timber cutting. An increase in supply may partly offset price increase. | |
Long Term Supply Contracts Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Long-term Supply Contracts. | |
Fire Pest And Weather Damage To Properties Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Fire, Pest and Weather Damage to Properties. | |
Fast Growing Timberlands Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Fast-growing Timberlands. | |
Subordinated Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Subordinated Investments. | |
Fluctuations In Interest Rates Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Fluctuations in Interest Rates. | |
Breach Of Financing Agreement Covenants Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Breach of Financing Agreement Covenants. | |
Adequacy Of Insurance Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Adequacy of Insurance. | |
Uninsured Losses Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Uninsured Losses. | |
Alternative Investment Vehicles Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Alternative Investment Vehicles. | |
General Risks Of Structured Finance Investments [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | General Risks of Structured Finance Investments. Issuers of structured finance investments may acquire interests in loans and other debt obligations by way of sale, assignment or participation. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the loan or debt obligation; however, its rights can be more restricted than those of the assigning institution. The Collateral may consist of high yield debt securities, loans, commercial and residential mortgages and other instruments. High yield debt securities generally are unsecured (and loans may be unsecured) and may be subordinated to certain other obligations of the issuer thereof. The lower ratings of high yield securities and below investment grade loans reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. | |
Institutional Shares [Member] | | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Security Title [Text Block] | Institutional Shares | |
Security Dividends [Text Block] | Shareholders will be entitled to the payment of distributions when, as and if declared by the Board. Each Fund currently intends to make distributions to its Shareholders after payment of Fund operating expenses including interest on outstanding borrowings, if any, no less frequently than annually. The 1940 Act may limit the payment of distributions to Shareholders. | |
Security Voting Rights [Text Block] | Each whole Share shall be entitled to one vote as to matters on which it is entitled to vote pursuant to the terms of the Declaration of Trust on file with the SEC. | |
Security Liquidation Rights [Text Block] | Upon liquidation of a Fund, after paying or adequately providing for the payment of all liabilities of the Fund, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining assets of the Fund (in cash or in kind) among its Shareholders. | |
Security Preemptive and Other Rights [Text Block] | There are no pre-emptive rights associated with the shares. | |
Security Obligations of Ownership [Text Block] | Each Declaration of Trust provides that the Funds’ Shareholders are not liable for any liabilities of the Funds. | |
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[1]This fee is paid to the Adviser at the Master Fund level.[2]These expenses are based on estimated amounts for the current fiscal year that the Tender Offer Fund expects to bear through its investment in the Master Fund.[3] The Tender Offer Fund bears a share of the Master Fund’s expenses, which includes the fees and expenses of the Private Markets Investment Funds in which the Master Fund invests. Some or all of the Private Markets Investment Funds in which the Master Fund invests charge carried interests, incentive fees or allocations based on the Private Markets Investment Funds’ performance. The Private Markets Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% to 2.00%, and approximately 15% 20% Other Expenses are based on estimated amounts for the current fiscal year and include all direct operating expenses of the Fund and all indirect operating expenses that the Fund bears through its investment in the Master Fund. The Adviser has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep Fund Operating Expenses (defined below) incurred by the Fund from exceeding 2.50% of the Fund’s average daily net assets until August 1, 2024. “Fund Operating Expenses” are defined to include all expenses incurred in the business of the Fund, either directly or indirectly through its investment in the Master Fund, provided that the following expenses (“excluded expenses”) are excluded from the definition of Fund Operating Expenses: (a) the Fund’s proportional share of (i) any acquired fund fees and expenses incurred by the Master Fund, (ii) short sale dividend and interest expenses, and any other interest expenses, incurred by the Master Fund in connection with its investment activities, (iii) fees and expenses incurred in connection with a credit facility, if any, obtained by the Master Fund, (iv) taxes paid by the Master Fund, (v) certain insurance costs incurred by the Master Fund, (vi) transactional costs, including legal costs and brokerage fees and commissions, associated with the acquisition and disposition of the Master Fund’s Portfolio Investments and other investments, (vii) nonroutine expenses or costs incurred by the Master Fund, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings and tender offers and liquidations and (viii) other expenditures which are capitalized in accordance with generally accepted accounting principles; and In addition, the Adviser may receive from the Fund the difference between the Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the rolling three-year period preceding the date of the recoupment if at any point Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (a) at the time of the fee waiver and/or expense reimbursement and (b) at the time of the recoupment. This agreement will continue in effect until August 1, 2024 and shall thereafter continue in effect from year to year for successive one-year terms unless terminated by the Board or the Adviser. The agreement may be terminated: (i) by the Board, for any reason at any time; (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Fund; or (iii) automatically upon the termination of the Investment Advisory Agreement. If the agreement is terminated by the Adviser, the effective date of such termination will be the last day of the then-current term. |