12 Oct 2026

A 5% Exit Door for an 11.4% Queue: What Semi-Liquid Private Credit Reveals About Asset Liquidity.

Investors in Morgan Stanley’s North Haven Private Income Fund tendered 11.4% of outstanding units for repurchase in its third-quarter 2026 liquidity window, while the fund’s offer covered only about 5%. The mismatch follows similarly oversubscribed repurchase offers in the first and second quarters. Yet the deeper lesson is not simply that investors wanted liquidity. A private-credit fund interest has a different liquidity lifecycle from the loans held inside the fund. Portfolio assets can...

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A private-credit fund can report NAV, receive loan payments, make distributions and offer periodic repurchases while investors still cannot realise their whole position in cash. The portfolio's performance and the investor's exit mechanism are connected, but they belong to different assets.

North Haven Private Income Fund illustrates the distinction. Reuters reported on 18 September 2026 that investors in Morgan Stanley's fund sought to tender approximately 11.4% of outstanding units in the third-quarter repurchase process, against an offer covering approximately 5%. The figures describe an oversubscribed liquidity window; they do not, by themselves, establish the performance, solvency or investment merits of the underlying portfolio. Reuters: Third-quarter redemption requests

A fund interest can have a value without having an immediate exit. Understanding the investor's position requires separate records for ownership, exit rights, the current offer, the investor's request, acceptance, valuation and cash settlement.

The investor owns a vehicle interest, not necessarily its loans

A private-credit fund may hold hundreds of loans with their own borrowers, principal balances, interest rates, maturities, collateral, covenants, payment histories, amendments, valuations, defaults, recoveries and transfer restrictions. The fund investor does not necessarily own those loans directly. The investor owns units or another interest in the vehicle, with its own rights and valuation.

A first-lien loan can remain performing, with timely borrower payments and a manager's valuation consistent with its process, while the fund unit remains non-traded. The investor's exit depends instead on trading and transfer permissions, an open repurchase offer, its size and eligibility, tender and withdrawal deadlines, demand, proration, pricing dates, payment mechanics and governing documents. A liquid portfolio asset does not necessarily give an investor the power to require its sale and immediate redemption.

The layers are worth keeping explicit: a borrower can repay or refinance; a lender may sell a loan subject to assignment restrictions; a portfolio has concentration and repayment expectations; the vehicle has cash and financing resources; units have listing and transfer rules; an offer has a cap; an investor tenders a quantity; and a settlement produces cash. A single label such as “semi-liquid” does not describe all those positions.

What the third-quarter offer actually provided

North Haven's August 2026 SEC filing says that the relevant Class S Units are not traded in any market. The offer covered up to 8,633,441 Units, approximately 5% of Units outstanding as of 30 June 2026. Its tender deadline was 14 September 2026, with price based on NAV as of 30 September 2026, or another valuation date if the offer was extended under its terms. SEC: Third-quarter Schedule TO

The board has discretion over whether to offer repurchases. The adviser generally expected to recommend four offers a year, around quarter-end valuation dates, but the company was not required to make an offer. “Quarterly liquidity” therefore described an expected mechanism, rather than a standing investor right to demand cash each quarter.

An expected window and an enforceable exit right are different

Discretionary issuer offer

A current offer defines eligibility, a cap, deadlines, pricing and payment. Expected quarterly frequency does not guarantee that another offer will be made or that every tendered unit will be accepted.

Investor's current position

The investor continues to own unaccepted units. A tender expresses a request under particular offer terms; it does not by itself create a completed sale, cash balance or automatically continuing sell order.

The 5% cap belongs to the fund-interest repurchase mechanism. An 11.4% request level does not mean that 6.4% of the loan portfolio ceased to be liquid. It means demand for that issuer-provided exit exceeded the offer's capacity. The vehicle's cash flows and resources influence that capacity, while the offer terms determine what investors can request and receive.

Proration produces partial exits and continuing ownership

The final second-quarter SEC amendment reported acceptance of 8,913,931 Units, equal to 5% of Units outstanding at the relevant reference point. Approximately 41.6% of validly tendered Units were accepted pro rata. The company paid approximately $159.6 million at $17.91 per Unit. Conceptually, a holder tendering 100 units could have about 41.6 accepted and 58.4 remaining, subject to the offer and the actual position. SEC: Final second-quarter results

The first-quarter offer had also accepted approximately 5% of outstanding Units. Its final amendment reported acceptance of roughly 47.8% of validly tendered Units, with approximately $164.9 million paid at $18.12 per Unit. Those are that offer's results, not a fill rate to apply to later offers. SEC: Final first-quarter results

Offer	Information reported	What must remain distinct
First quarter 2026	Approximately 47.8% of valid tenders accepted; approximately $164.9m at $18.12 per Unit.	Acceptance of valid tenders differs from the approximately 5% outstanding-unit offer size.
Second quarter 2026	8,913,931 Units accepted; approximately 41.6% of valid tenders; approximately $159.6m at $17.91.	Investor requests, accepted units, repurchase price and cash paid are separate quantities.
Third quarter 2026	Approximately 11.4% requested against an approximately 5% offer.	Demand is not a final investor fill, price or settled cash amount.

Reuters said nearly two-thirds of the latest requests came from investors whose units had not been fully repurchased in the preceding two offers. That is an economic backlog. The term “queue” should not imply that an unfulfilled tender automatically remains open and advances into the next offer. Each offer has its own dates, procedure, cap, pricing and payment terms; investors may need to tender the remaining units again.

Reuters also reported the fund's statement that, after the latest repurchases were completed, investors who sought to tender all their units in each of the previous two offers would have received more than 80% of the amount requested. That cumulative experience must not be relabelled “current-quarter fill rate: 80%”. The third-quarter event still needs its own final request, acceptance, valuation and payment records.

Keep the fund event and the investor's execution separate

A useful record preserves units held before the tender, units requested, accepted and unaccepted, acceptance percentage, the reason for partial acceptance, pricing rule, applicable NAV, payment status and units remaining after settlement. Investor intent does not automatically equal a fund obligation to purchase.

For example, an investor who holds 1,000 units and tenders all of them in Quarter 1 needs separate records of the first tender, acceptance and cash settlement, then the remaining holding. Any Quarter 2 or Quarter 3 tender is a new event. Leaving “redemption requested: 1,000” unchanged for months can obscure both closed offers and current ownership.

Two investors in the same class can have very different liquidity states:

Position	Holder participating in an offer	Holder making no tender
Units held before event	25,000	25,000
Units tendered	25,000	0
Units accepted	10,400	No tender acceptance
Units remaining	14,600	25,000
Cash and event state	NAV-based cash payable; partially accepted.	No tender; continuing ownership.

These are illustrative positions. A fund-level repurchase percentage cannot establish either investor's actual result, and a cumulative fulfilment figure cannot replace event-level history. Current holdings should reflect completed changes while preserving prior requests, withdrawals, cancellations and settlements.

One offer creates an event history

An offer opens with its own cap, eligibility and deadlines.
The investor tenders units and may withdraw as the terms permit.
The offer closes; acceptance or proration determines units taken.
The applicable valuation is finalised and the price is recorded.
Cash payment and remaining ownership are reconciled to evidence.
A later offer requires a separate tender event where its terms require one.

NAV, pricing and settlement run on different clocks

NAV per unit describes value under the vehicle's valuation framework. It is not necessarily an executable market price, a secondary bid, a repurchase price, the quantity accepted for repurchase or cash actually received. Because the Class S Units are not market-traded, NAV should not be casually relabelled “market price”. A NAV-based issuer repurchase is also different from a negotiated private transfer.

The third-quarter tender deadline preceded the quarter-end NAV date. A dated offer record should therefore retain the offer date—shown in the source example as 14 August 2026—the 14 September 2026 deadline and 30 September 2026 valuation date, alongside the offer's reference base, demand and eventual investor fill. The governing offer and any extension control the applicable dates.

More generally, distinguish subscription and unit-issue dates; NAV date; offer opening, tender and withdrawal deadlines; valuation and acceptance dates; settlement; the next expected window; and holding-period or fee dates. “Repurchase date: Q3” loses information that can change the investor's economics.

NAV provenance should include NAV per unit and total NAV, valuation policy, underlying sources and their dates, manager and any applicable third-party valuations, adjustments, finalisation state, publication date and reviewer. A value without its as-of date cannot reliably explain a later payment.

Portfolio liquidity and vehicle liquidity can diverge

Several situations can coexist with a reported NAV. Loans may perform while repurchase demand exceeds the cap; some portfolio assets may be saleable while the units remain non-traded; repurchase demand may be low even as underlying credit deteriorates; or the vehicle may fund repurchases from resources other than selling loans. An operationally quiet exit window does not establish low portfolio risk.

The August 2026 acceptance-letter form lists potential payment sources including operating cash flows, asset sales, borrowings, return of capital and proceeds from continuous unit offerings. Depending on the vehicle documents, available cash and subscriptions can therefore matter alongside portfolio sales. SEC: Form of repurchase acceptance letter

Portfolio cash generation, repayments, defaults, sales, borrowing capacity, subscriptions, distributions, leverage, concentration, valuations and market conditions all influence the broader position. Repurchasing units can reduce cash and units outstanding, change ownership, leverage ratios and liquidity buffers, and alter future investment or repurchase capacity without changing a borrower's loan, payment duties or pledged collateral.

Private secondary transfers constitute another route. A transfer from Investor A to Investor B can require eligibility and consent checks, negotiated price and transfer documents. An issuer repurchase returns the interest to the fund under an offer. Both may be possible, but they should have separate records.

Tokenisation does not alter the constraint by itself. A digital representation might improve identity, instructions, reconciliation or settlement, but it cannot turn 5% issuer repurchase capacity into 100% immediate liquidity without a genuine additional market or liquidity source and governing rights that permit it.

A proposed fund-interest evidence model

Once an interest can be bought, held, transferred, pledged, valued or repurchased, it needs identity distinct from the underlying portfolio. Its record may include the vehicle and class, investor and subscription, current units, NAV and position value, distributions, fees, financing or pledge, tax status, trading and transfer restrictions, repurchase terms, tender and proration history, remaining units, source documents and current liquidity state.

The following is a proposed information model, not a claim that DaDepo already operates fund administration, transfer agency or an automated liquidity graph.

Record	Information needed for review
Vehicle	Legal name, jurisdiction and form, regulatory status, manager, adviser, administrator, transfer agent, custodian where relevant, fund/class identifiers, inception and governing documents.
Investor interest	Investor, class, subscribed units and date, acquisition price and appropriate cost basis, current holding and ownership evidence, NAV per unit and position value, distributions, fees, financing/pledge and tax status.
Underlying portfolio	Asset classes and investment count, borrower and sector concentrations, seniority and security, maturities, performing/non-performing state, valuations, cash generation, repayments and liquidity, with source date.
Liquidity rights	Listing and secondary availability, transfer restrictions, issuer mechanism, expected frequency and mandatory/discretionary status, normal size, board powers, eligibility, notice, tender and withdrawal rules, and their source.
Each repurchase offer	Identifier, opening, tender/withdrawal deadlines, valuation date, unit and percentage caps and reference base, aggregate demand, oversubscription, proration, acceptance, aggregate cash, payment date, status and filing.
Each investor tender	Offer, units before tender, request and timestamp, accepted and unaccepted units, acceptance percentage, applicable NAV, cash due and received, remaining units and next action.
Valuation	NAV and underlying-data dates, per-unit value, methodology, status, adjustments, finalisation timestamp, reviewer and source.
Liquidity history	Prior offers and tenders, acceptance rates, prices and cash settlements, repeat tenders, withdrawals/cancellations, fees, transfers, pledges and eventual full-exit date.
Provenance	Offering memorandum and operating agreement, repurchase policy, Schedule TO and offer, acceptance letter, quarterly report, investor statement, transfer-agent confirmation, bank receipt and manager update; extracted fields, reviewer, effective date and last update.

A proposed machine-readable lifecycle could distinguish held, eligible, tender submitted, accepted in full, valued, paid and exited. An oversubscribed offer may instead produce partial acceptance, partial payment and a remaining holding, followed by a separate future offer and request. Later improved liquidity or a full exit should not erase earlier oversubscription, prices or attempts. That history can matter for reporting, product governance, portfolio construction, risk review, audit and later transactions.

AI preparation must preserve the limits of the right

AI-assisted preparation can help extract offer dates, unit classes and caps, deadlines, NAV dates and prices, investor requests, proration percentages, accepted and remaining units, payment dates and historical offers. Reviewers still need to compare the suggestions with authoritative terms and records.

Future specialised checks could flag discretionary offers advertised as guaranteed quarterly liquidity, a cap presented as an individual entitlement, NAV called market price, closed tenders left pending, partial exits missing from holdings, wrong valuation dates, cumulative fulfilment treated as a quarterly fill, aggregate rates applied to an individual or non-traded units described as freely tradeable. These are desired checking capabilities rather than a claim that the existing product automatically performs them all.

AI cannot independently establish enforceable redemption or transfer rights, require another offer, bind the board to repurchases, guarantee acceptance, determine sufficient liquidity or solvency, declare NAV fair for a particular transaction, assume requests roll forward, guarantee loss-free portfolio sales or decide suitability. Those are contractual, legal, valuation, liquidity-management and investment judgements.

DaDepo's bounded contribution is document-backed private preparation and reviewable information. A proposed fund-interest model would connect portfolio, vehicle, ownership, liquidity terms, offer, tender, proration, price and settlement to evidence. It would not create liquidity. An Asset Passport does not value or audit the portfolio, calculate official NAV, verify every asset, approve transfers or tenders, guarantee offers or settlement, or establish an investor's legal redemption rights.

DaDepo does not thereby act as manager, transfer agent, administrator or custodian, operate a secondary market, provide financing, recommend an investment or assess suitability. Technology and information tools are not fund management, brokerage, custody, administration, liquidity facilities or legal, investment, accounting, tax, regulatory or valuation services unless a particular service is expressly identified and lawfully provided. Governing documents, the applicable offer, law and authoritative records determine the rights and result.

Review the current interest and the current offer

Identity and access

Asset identity: What exact vehicle and unit class does the investor own?
Legal form: Is the vehicle a fund, BDC, partnership, trust or another structure?
Listing: Are the units traded on an exchange or other market?
Transferability: Can the units be transferred privately?
Consent: Does a transfer require manager, board or other approval?
Liquidity mechanism: Is liquidity provided by a market, redemption right, issuer repurchase offer or another mechanism?
Obligation: Is the vehicle required to provide liquidity or is it discretionary?
Frequency: How often are liquidity windows expected?

Offer terms and demand

Current offer: Is a repurchase offer actually open now?
Offer size: What is the current maximum amount or percentage?
Reference base: What outstanding-unit or NAV base is used for that limit?
Eligibility: Which investors and units may participate?
Tender deadline: When must the request be received?
Withdrawal right: Can the tender be withdrawn before expiry?
Demand: How much was tendered in aggregate?
Oversubscription: Did requests exceed the offer?

Acceptance and valuation

Proration: What method applies?
Investor request: How many units did this investor tender?
Accepted amount: How many were actually accepted?
Remaining amount: How many units does the investor still own?
Re-tendering: Must remaining units be tendered again in a later offer?
Valuation date: When is NAV used for pricing determined?
NAV source: Who calculates and finalises it?
Repurchase price: What price per unit applies?

Cash and continuing position

Fees: Do any early-repurchase or other charges apply?
Payment date: When should cash be paid?
Settlement: Has cash actually arrived?
Funding source: How is the fund financing the repurchase?
Portfolio liquidity: What liquidity exists in the underlying investments?
Vehicle liquidity: What cash, financing and subscription resources does the vehicle have?
History: Were prior repurchase offers oversubscribed?
Current state: Can every liquidity claim be traced to a current source and date?

The same distinction applies to real-estate and infrastructure funds, private-equity continuation vehicles, receivables and mortgage vehicles, litigation-finance funds and tokenised fund interests. Buildings can have values while units face caps; borrowers can pay while investors lack immediate redemption; companies can continue unchanged while investors roll or sell; and unpredictable recoveries can coexist with separate fund-level terms.

The practical question is what this investor can turn into cash today, under which right, at what price and through which process. Performing loans, NAV, ownership, a request, offer capacity, accepted exit and settled cash can all be valid facts without being the same fact.