What Are Private Investment Funds and How Do They Work?

Private investment funds can provide accredited investors access to alternative investments and strategies generally not available in the public markets. However, these funds come with unique risks and requirements compared to traditional mutual funds and ETFs.

In this article, we’ll explore the world of private funds and help you evaluate whether their potential benefits outweigh their risks for your portfolio.

What Are Private Investment Funds?

Private investment funds are pooled investment vehicles offered to accredited investors by professional asset managers. They are structured as limited partnerships or LLCs, with the investors as limited partners providing the capital. The fund manager serves as the general partner making the investment decisions.

Some key characteristics of private funds:

  • Illiquid investments – Investors commit capital for multi-year periods with restrictions on redemptions. This allows funds to invest in less liquid assets.
  • Limited disclosure – They do not have the same public reporting requirements as mutual funds, allowing more investment flexibility.
  • Accredited investors only – Private funds have high minimums and can only accept accredited investors due to less oversight.
  • Variety of strategies – Funds may focus on private equity, venture capital, real estate, hedge funds, and other alternative assets.

Private funds are not required to register with the SEC, unlike mutual funds. Most qualify for exemptions under the Investment Company Act of 1940, like sections 3(c)(1) or 3(c)(7). This gives them more flexibility but less transparency for investors.

Opportunities of Investing in Private Funds

So why might you consider investing in alternatives like private equity or hedge funds? Here are some of the potential benefits:

  • Diversification beyond stocks and bonds – Private funds invest in asset classes not found in traditional mutual fund portfolios. This provides opportunities for greater diversification.
  • Potential for higher returns – Private investments like venture capital and private equity have historically outperformed public markets over long periods, although with more volatility.
  • Access to private deals – Funds can invest in private companies and assets that average investors can’t access, like pre-IPO venture deals.
  • Experienced managers – Private funds attract top talent who can leverage their expertise in specialized markets or esoteric strategies.
  • Different investment approaches – Alternative strategies like short-selling, arbitrage, distressed assets, and activist investing may provide new opportunities.

Risks to Consider with Private Fund Investing

While private funds offer potential advantages, they also come with unique risks investors must be aware of:

  • Illiquidity – Investors commit capital for multi-year lock-up periods, often 5-10 years for private equity funds. Redemptions are usually restricted before termination of the fund.
  • High investment minimums – Most individual investors can’t meet the high minimums to invest, often $1 million or more. Some options like fund of funds can lower minimums.
  • Lack of transparency – Private funds do not have the same reporting requirements as mutual funds, leading to less visibility into holdings and valuations.
  • Fees and expenses – Management fees, performance fees, fund expenses, and lack of pricing competition can reduce net returns.
  • Difficulty valuing holdings – Hard-to-value assets like private company stock can make periodic NAV calculations challenging.
  • Manager risk – Due diligence is critical to assess fund managers, as poor decisions can lead to losses given the narrower investment universe.
  • Regulatory risk – The regulatory environment for private funds may change, as evidenced by Dodd-Frank reforms after the 2008 financial crisis.

Investor Qualifications for Private Funds

Given the lack of regulatory oversight, investments in private funds are restricted to qualified clients under SEC rules:

  • Individual accredited investors – Those with a $1 million net worth or $200k individual/$300k joint income
  • Institutional investors – Endowments, pensions, corporations
  • Qualified purchasers – Those with >$5 million in investments

In addition, investors should understand complex legal agreements like limited partnership agreements and be comfortable with illiquid, long-term investments that may prove difficult to exit early.

Accessing Private Funds through Fund of Funds

For those who don’t meet minimums or want broader diversification, fund of funds provide access to private investments.

These pooled vehicles invest across multiple private equity or hedge funds, providing:

  • Potentially lower minimum investments
  • Instant diversification across multiple funds and strategies
  • Professional selection and due diligence of managers

The downside is paying an additional layer of fees for fund of fund management. However, they open private fund investing to those who can’t access individual funds directly.

Ensure Your Private Fund is Legally Compliant – Partner with My RIA Lawyer

Operating a private investment fund involves complex securities laws, corporate governance, transparency reporting, and other regulatory responsibilities. Fail to adhere to requirements for registered funds or rely on inaccurate legal interpretations at your own risk.


My RIA Lawyer provides reliable legal guidance so your private fund remains SEC compliant. Their financial services regulatory attorneys assist with all aspects of registering and running legally sound private investment funds, including:

  • Initial and ongoing SEC registration advising
  • Crafting disclosure documents, operating agreements, and issuing exemptions
  • Annual ADV filings, custody rules, advertising compliance, and examination readiness
  • Responding to investor complaints, SEC inquiries and disciplinary actions


Don’t leave private fund compliance to chance. Leverage My RIA Lawyer’s experience in investment management law and SEC regulatory standards. Book a consultation to craft an air-tight RIA compliance approach customized for your private fund advisory needs and growth objectives. Contact their legal team today.


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