Morgan Stanley PMAX Tender Offers: Three Quarters, All Filled

What the fund is

PMAX is an evergreen "multi-manager" fund of private markets funds. It is registered under the Investment Company Act as a closed-end fund, began operations on August 1, 2025, and invests in other managers' private equity, private credit, infrastructure and real estate vehicles. The adviser is iCapital Fund Advisors LLC; the sub-adviser is Consulting Group Advisory Services LLC, “a business of Morgan Stanley”. Class A shares pay a 0.75% distribution and servicing fee to iCapital Markets LLC, an affiliate of the adviser; Class I shares do not. The management fee is 0.40%.

Two things in the filings differ from how the fund is often described. First, it is not a 5%-a-quarter fund: the prospectus says the adviser will recommend repurchase offers “not to exceed 3% of the Fund’s net asset value”, and the three offers were each sized at exactly 3% of a reported net asset figure. Second, the entry terms have moved. The March 2026 annual report gives a minimum initial investment of $25,000; the July 29, 2026 prospectus gives $2,500, with up to $2 billion of shares registered and daily sales at NAV. The September 2025 semi-annual report showed a maximum sales load of 3.50% on Class A; the July 2026 prospectus says there is no sales load, though the selling agent “may directly charge you a commission”. As “Balanced”, the fund must keep at least 25% of net assets in debt and 25% in equity.

The three offers, in dollars

All figures are from the Schedule TO-I that opened each offer and the final amendment that reported its result. “Share of net assets” divides the amount paid by the net assets figure the offer was sized on, which is the last NAV the fund had calculated before the offer opened (our arithmetic).

In each result the fund states that all shares validly tendered and not withdrawn were accepted and paid for. The September step-up is the first sign of more selling: requests rose 3.65 times from June while the fund's net assets grew 25% over the same sized-on figures ($992.9 million to $1,239.5 million). The Q3 request is still small. The offer could have absorbed 6.3 times that amount before holders were prorated (our arithmetic).

How the offers were priced also changed. The March offer closed on March 20 and priced at the March 31 NAV, so holders who gave notice by March 18 did not know the price. The June and September offers priced at the deadline itself (June 16 and September 14), the valuation date column of each Schedule TO-I. Final NAVs paid were $10.64 (Class A) and $10.67 (Class I) in March, $10.75 and $10.78 in June, and $10.98 and $11.01 in September. A holder who had been in since the first quarter would have seen Class I move 3.2% from March 31 to September 14 (our arithmetic).

One gap is worth knowing about. The March offer was sized on the November 30, 2025 net assets of $705.7 million, 3.5 months before the March 31 net assets of $996.1 million. Three percent of the later figure is $29.9 million, so the March limit was about 71% of what the 3% rule would give on the quarter-end balance (our arithmetic). It did not matter in practice, because requests were $1.5 million, but it shows the cap is an estimate that lags a fast-growing fund. The 2% early repurchase fee, retained by the fund, applies to shares held under one year, unless the board waives it. The fund started on August 1, 2025, so every share tendered in the March and June offers was under a year old.

How fast it grew, and what that does to the cap

Net assets grew 3.8 times in nine months (our arithmetic). In the period to March 31, 2026 the fund took in $954.8 million of capital contributions (Class A $722.8 million, Class I $231.9 million), paid out $1.5 million in repurchases, and held another $77.8 million that investors had paid in advance of their share purchase. A 3% quarterly cap is easy to meet when inflows are many times redemptions. The test comes if the inflows slow while the fund is a billion dollars or more in size: 3% of $1.24 billion is $37.2 million, and the cap is a ceiling the board may or may not offer, not a floor.

The return record is short. Class I returned 7.50% from August 1, 2025 to March 31, 2026 and Class A 7.05%, not annualized, and the shareholder letter states an annualized net return of 11.5% for Class I. Of the $43.7 million increase in net assets from operations in that period, $34.3 million (78.5%) was unrealized appreciation and $9.2 million net investment income (our arithmetic). Distributions were $4.5 million, and $3.6 million of that (80%) was reinvested by holders.

What it costs

The reimbursement is contractual until July 31, 2027, the adviser cannot recoup what it pays under it, the adviser may extend it year by year, and the prospectus says the board can approve ending it earlier. In the first period, the fund's total expenses were $5.38 million and $2.96 million (55%) was waived or reimbursed, leaving net expenses of $2.42 million. The 2.11% line is not a fee PMAX charges: it is what the underlying managers charge, which the prospectus gives as management fees of 1.00% to 1.75% and incentive fees of 0% to 20% of profits.

What it holds

At March 31, 2026 the fund held 13 positions, all in other funds: private equity 45.34%, private credit 22.88%, infrastructure 18.91% and real estate 12.45% of net assets, plus 2.57% in a Treasury money market fund. The largest were Brookfield Infrastructure Income Fund (15.02%), Carlyle AlpInvest Private Markets SICAV (14.93%), KKR Private Equity Conglomerate (13.55%) and Franklin Lexington Private Markets Fund (12.57%).

The real estate sleeve is three vehicles we cover separately: Blue Owl Real Estate Net Lease Trust (4.17%), Hines Global Income Trust (4.16%) and Nuveen Global Cities REIT (4.12%). That matters for liquidity: a PMAX holder is behind two layers of limited exits. Each underlying holding is itself an evergreen vehicle with its own repurchase rules, and the annual report lists the redemption frequency of each (monthly for Carlyle AlpInvest, Hines and Nuveen; quarterly for the others after any lock-up). The fund then offers its own holders at most 3% of NAV a quarter. For how this compares with the wider category, see our census of tender-offer funds and evergreen funds compared.

What a reader can do with this

• If you hold PMAX and want to tender: the last three offers ran from about the 13th to 15th of the first month of a quarter to a deadline about a month later (February 13, May 15 and August 14 openings). If that pattern holds, the next offer opens around November 13, 2026, with a deadline in mid-December. That is our inference from the pattern, not a date the fund has published. Shares held under a year pay the 2% early repurchase fee.
• Check the price you will get: since June the price is the NAV at the deadline, so the number is known only after you have committed. The offer documents give notice and withdrawal dates; read the table at the top of the Schedule TO-I.
• If you are about to buy: compare the 2.93% (Class A) or 2.18% (Class I) after reimbursement with the 3.63% and 2.89% before it, and ask your representative whether any commission applies, since the prospectus leaves that to the selling agent. Ask also how the fund compares with other tender-offer funds, such as Hamilton Lane Private Assets Fund, which has a 5% cap.
• What would change the picture: requests above 3% of net assets in a quarter (shown by a final amendment saying shares were accepted pro rata), a slowdown in the capital contributions line of the next shareholder report, or the end of the expense reimbursement in July 2027. On the platform behind the fund, see our iCapital review.

FAQ

All figures are from the fund's SEC filings read on EDGAR on October 22, 2026: Schedules TO-I of February 13, May 15 and August 14, 2026 (accessions 0001580642-26-001087, 0001580642-26-003213 and 0001580642-26-005335) and their final amendments (0001580642-26-004654, 0001580642-26-006345 and 0001580642-26-006949), the semi-annual report for September 30, 2025 (0001580642-25-007701), the annual report for March 31, 2026 (0001580642-26-003682), the prospectus of July 29, 2026 (0001104659-26-088202) and the Form N-PORT for June 30, 2026 (0000910472-26-013865), plus SEC submissions data for CIKs 2115681 and 2115684. Shares of limits and net assets, sums, ratios, the 71% figure and the expected November date are our arithmetic or inference. This is analysis of public documents, not investment, legal or tax advice.