Income and liquidity
The marketplace
The marketplace is a noticeboard where existing holders can advertise units they already own, and other approved investors can respond. It is not an exchange, ADR does not set prices, and no transfer completes without the Manager's written consent.
What ADR does and does not do
The distinction matters, because it is what keeps the marketplace a noticeboard rather than a securities venue.
| You set the price | The seller names the asking price. ADR does not price units, does not advise on whether a price is fair, and does not negotiate for either side. |
|---|---|
| We show a NAV comparison | A listing displays how the asking price compares with the last finalised capital value per unit, as a premium or a discount. It is context so you can judge for yourself, not a valuation and not a recommendation. |
| We charge nothing | ADR takes no commission, no transaction fee and no spread on a marketplace transfer. We do not earn from whether a listing sells. |
| We do not match anyone | There is no order book, no bids and offers crossing, and no engine pairing buyers with sellers. Listings are posted and interested parties respond. |
| We do enforce the rules | Every transfer is checked against the Operating Agreement before it can complete, and the Manager's consent is required. |
What you may list
Only units that have already completed their twelve month holding period can be listed. The platform works this out per tranche, so if you subscribed more than once or have reinvested distributions, some of your units may be listable while others are not yet.
How a transfer runs
The seller posts a listing
Units and an asking price. The listing has an expiry, and it lapses on its own if nothing happens.
The Company considers its right of first refusal
Under the Operating Agreement the Company may buy the units itself before anyone else. No third party transfer can proceed until that right is either exercised or declined and its window has elapsed.
Existing members see it first
For an initial period a listing is visible only to people already invested in the fund, before it opens more widely.
A buyer comes forward and the compliance checks run
The buyer has to be onboarded and approved in their own right. Every gate below is evaluated, and a single failure blocks the transfer.
It settles on a dealing date
Transfers settle at a month end rather than on the day agreement is reached. Income is allocated by unit days, so a mid month settlement would split a month across two holders on a different convention to everything else in the fund.
The checks every transfer has to pass
These come from the Operating Agreement. None of them is a warning that can be waived through, and the same list is shown to the seller, the buyer and the Manager so everyone sees what is outstanding.
- The Manager's prior written consent, which is at the Manager's sole discretion.
- The units are out of their twelve month holding period at the settlement date.
- The seller still holds the units on the register.
- The buyer's identity and anti money laundering checks are approved.
- The buyer is an approved accredited investor, so the transfer has an exemption available to it.
- The buyer has a whitelisted wallet, so the units can be reflected on the ledger.
- The buyer has signed a joinder binding them to the Operating Agreement.
- The Company's right of first refusal has been cleared.
- Settlement falls on a month end dealing date.
Income around a transfer
Because income is allocated by unit days, a seller keeps the income for the part of the period they actually held the units, and the buyer begins accruing from the day after settlement. Neither side gains or loses a full quarter because of the date the transfer happened to land on.
If you are buying
You are buying into a private fund on the same terms as any other investor, and you are responsible for your own view of the price. ADR is not advising you, the NAV comparison on a listing is context rather than a valuation, and the last finalised capital value is a historic figure rather than a current market price. Read the offering documents before you respond to a listing, not after.