Janus Henderson Set to Buy Out Privacore Co-Founder and Take Full Control of Its Adviser

Because Janus Henderson affiliates already hold majority positions in two of the three affected funds, the required shareholder approval will arrive by written consent rather than a vote.

September 16, 2026

Janus Henderson Group is moving to take full ownership of Privacore Capital, the alternatives joint venture in which it already holds an indirect 49% stake, a step that will terminate and replace the advisory arrangements behind three registered alternatives funds.

Janus Henderson is expected to exercise its option to acquire the 51% interest held by Brendan Boyle, co-founder and chief executive of the group’s advisory arm, by the end of October 2026, leaving the holding company a wholly owned indirect subsidiary. Privacore Capital Advisors, the registered investment adviser that sits beneath the holding company, manages Privacore PCAAM Alternative Growth Fund, Privacore PCAAM Alternative Income Fund and Privacore VPC Asset Backed Credit Fund.

Because the purchase transfers a controlling block, it counts as an assignment under the Investment Company Act, and the existing management and sub-advisory agreements for all three funds terminate automatically at closing. The boards of each fund met on September 14 and approved replacement agreements that are identical to the current ones in every respect but their effective date. Each carries an initial two-year term, and the new agreements take effect on the later of the closing and 20 days after shareholders are notified.

Approval Without a Vote

Approval comes by written consent from a handful of large holders, and in two of the three funds the acquirer’s own affiliate is among them. Janus Henderson Investors US LLC is itself the record holder of a majority of the voting shares of the Income Fund, holding 67.36% of Class I shares. In the Growth Fund, the Janus Henderson affiliate holds 46.80% of Class I and reaches a majority alongside two institutional holders, Qena Capital Partners Offshore Master Fund and AP Fund One. The Asset Backed Fund’s majority runs through CCP 575 Investment Accelerator, a vehicle tied to Corbin Capital Partners, at 24.15%, together with Bankers Life and Casualty Company at 36.33%.

Written consent is expected on or about October, roughly 20 days after the notice goes out. No proxies are being solicited, and the size of those positions is such that the outcome is not in question.

A Platform Still Early in Its Life

The scale involved is modest. Privacore Capital Advisors managed approximately $176 million as of March 31, well below the firms it hires to run the portfolios. Partners Capital Investment Group, sub-adviser to the Growth and Income funds, managed roughly $77 billion on the same date. Victory Park Capital Advisors, which runs the Asset Backed Fund, managed about $3.3 billion, of which $2.9 billion sat in the asset-backed strategies expected to feed the fund. The Asset Backed Fund itself only began operations on January 2.

The three vehicles are not distributed on identical terms. Janus Henderson Distributors works under a distribution agreement with the Growth Fund and the Asset Backed Fund, but under a private placement agent agreement with the Income Fund, a distinction that separates the Income Fund’s capital raising from that of its siblings. The Growth and Income funds carry a Class S, Class D and Class I lineup. Administration is likewise split: UMB Fund Services handles the Growth and Income funds and serves as their transfer agent, while U.S. Bancorp Fund Services covers the Asset Backed Fund.

A Tighter Circle of Owners

The buyout tightens a set of relationships that already point back to Janus Henderson. The firm holds a 53% stake in Victory Park, so closing would place both the adviser and one of the two sub-advisers under the same owner. Janus Henderson Distributors already serves as principal underwriter across the platform. CNO Financial Group, which holds part of Victory Park alongside employees and Pacific Current Group, is affiliated with Bankers Life and Casualty, the largest Class I holder of the Asset Backed Fund. Partners Capital, by contrast, stands outside that circle; General Atlantic holds a minority but controlling stake in the firm through its investment funds.

Fees Carry Over Untouched

Nothing in the economics changes at closing:

• the Growth Fund pays 1.50% of average daily net assets and the Income Fund 1.25%;
• the Asset Backed Fund pays 0.75% of managed assets, a base that includes assets attributable to investment borrowings, plus an income-based incentive fee subject to a 1.50% quarterly hurdle, or 6.00% annualized, with a catch-up;
• Privacore passes the entire incentive fee through to Victory Park, along with 60% of the management fee, and pays Partners 55% of the net management fee on the Growth and Income funds.

None of that has yet cost shareholders anything. Privacore has voluntarily waived the management fee on the Growth and Income funds from inception through the end of 2026, and cut the Asset Backed Fund’s rate to 0.25% for the first 12 months after launch. Both funds paid zero management fees for the fiscal year ended March 31, and no sub-advisory fees reached either Partners or Victory Park.

Expense limitation agreements cap total annual expenses, excluding specified items, at 1.60%, 1.00% and 0.75% for Class S, Class D and Class I shares of the Growth and Income funds, and at 0.70% across all classes of the Asset Backed Fund. Those caps terminate with the existing management agreements, and Privacore has agreed to replacements on identical terms that become effective alongside the new advisory contracts. The current arrangements permit recoupment of waived amounts for up to three years, subject to the lower of the cap in force at waiver and at recoupment.

Boards Leaned on Prior Reviews

Rather than reopen the comparative fee analysis, the trustees noted that an independent data provider had already benchmarked the funds against a peer group when the existing agreements were approved, and that the new agreements charge the same rates. On service quality, profitability and financial condition, the boards recorded the adviser’s representations that the change of control would not alter the investment teams, the personnel assigned to the funds, the leadership, or the control and management of the sub-advisers. Independent trustees reviewed a memorandum from their counsel in executive session before voting, and each board approved unanimously. No independent trustee holds securities of or any other material interest in the adviser or either sub-adviser, and trustees and officers together own less than 1% of any fund.

Boyle’s position on the operating side appears unaffected by the sale of his stake. He is listed as chief executive, principal and co-founder of the adviser, alongside co-founder David Mehenny as executive vice president, Sandhya Ganapathy as chief compliance officer and Kieran Murray as chief operating officer. The adviser told the boards it expects to keep the same investment teams and the same leadership after closing.

What remains open is the timing. The notice circulated in preliminary form, with the record date, mailing date, consent date and closing date all left blank. Shareholders in the three funds face no action either way, and by the adviser’s account no change in how their money is managed. What changes is who owns the firm doing the managing.