N-CSR 1 fp0039855_ncsr.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-22759

SharesPost 100 Fund

(Exact name of registrant as specified in charter)

101 Jefferson Drive

Menlo Park, CA 94025

(Address of principal executive offices) (Zip code)

Cogency Global, Inc.

c/o SharesPost 100 Fund

850 New Burton Rd. Ste. 201

City of Dover, County of Kent, Delaware 19904

(Name and address of agent for service)

Copies to:

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, NY 10017

Registrant's telephone number, including area code: (800) 834-8707

Date of fiscal year end: December 31

Date of reporting period: December 31, 2018

Item 1. Reports to Stockholders.

SHARESPOST 100 FUND

Table of Contents
Shareholder Letter	2
Fund Performance & Portfolio Diversification	5
Portfolio Composition	6
Schedule of Investments	7
Statement of Assets and Liabilities	11
Statement of Operations	12
Statements of Changes in Net Assets	13
Statement of Cash Flows	14
Financial Highlights	15
Notes to the Financial Statements	18
Report of Independent Registered Public Accounting Firm	27
Trustee Information	28
Additional Information	29

SHARESPOST 100 FUND

The National Venture Capital Association (“NVCA”) reported that more than $130bn of venture capital was invested across 8,948 deals for the entire 2018 year. This represents the first time annual capital invested has eclipsed the $100bn watermark set in the height of the dot-com boom with $105bn of capital deployed in 2000 according to Thomson Reuters. Total late-stage capital invested in Q4 2018 reached a decade high of over $30bn. Even excluding Juul’s massive $12.8bn funding, it would still be near-record levels according to the NVCA.

Mega-deals (large private rounds $100M+) reached a record high of $62bn invested across approximately 200 mega-transactions, according to NVCA data, a 148% year over year ("YoY") increase in aggregate capital invested and a 90% increase in completed financings at this stage. The increase continues to be partially attributed to the interest of nontraditional venture capital ("VC") investors, such as hedge funds, mutual funds and sovereign wealth funds who often invest in more mature companies, that are often associated with less risk. With 2018 deal volume reaching the highest amount in more than a decade and the concentration of capital allotted to fewer deals, capital efficiency continues to be under pressure with higher valuation and larger absolute returns necessary to satisfy limited parternships.

Exit volume totaled more than $120bn across 864 exits, a 33% increase YoY, according to the NVCA. Although exit volume sharply increased, exit deal count remained relatively flat compared to 2017. 2018 VC-backed Initial Public Offering ("IPO") increased in both count and exit value according to the NVCA. Ending the year with strength, Q4 IPO activity made up 68.2% of 2018’s IPOs. Aggregate 2018 IPO valuations outpaced every year over the past decade (with the exception of 2012, when Facebook raised $16bn). Several unicorn companies (Uber, Lyft, AirBnb and Slack) publicly expressed interest in going public in 2019, keeping investor IPO sentiment positive as 2018 ended, according to the NVCA. We are monitoring the impact of the U.S. Securities and Exchange Commission shutdown due to the government shutdown in Q4 2018 on the IPO timing of portfolio companies which announced their intent to execute an IPO in 2019.

The Fund maintains its strategy to invest in late-stage private growth companies that are expected to have a liquidity event (i.e., an IPO or sale) within 2-4 years. We believe that private companies typically experience a significant portion of their overall growth in this window before achieving an exit. As of December 31, 2018, the fund had approximately $143 million in assets under management with investments in 47 portfolio companies. During 2018, nine of the Fund’s portfolio companies – Practice Fusion, ThreatMetrix, SugarCRM, AppNexus, Counsyl, AlienVault, Hightail, Centrify and Cylance – announced acquisitions and five of our portfolio companies – DocuSign, Zuora, Spotify, Tenable and Domo – went public, resulting in a total of 14 portfolio company exits (pending and closed).

We would like to highlight a few of the companies that were added to the Fund in 2018 that represent the variety of companies the Fund is invested in and sectors we find attractive.

Nextdoor (Consumer Web – Total Funding - $297M) Nextdoor is the free and private social network for neighborhoods. Nextdoor supports more than 210,000 neighborhoods around the world, in countries such as the United States, United Kingdom, Germany, the Netherlands, Italy, Spain and Australia.

Udacity (Education – Total Funding - $165M) Udacity is a provider of higher educational services partnering with reputed businesses and universities worldwide across over 190 countries with more than 160,000 students. Current Udacity courses include innovative fields such as AI, Machine Learning and Self-driving cars.

Turo (Transportation – Total Funding - $734M) Turo is a peer-to-peer car sharing service that allows travelers to choose from a unique selection of locally owned cars. The company has over 10 million users across 5,500 cities worldwide and has more than 350,000 cars listed on its platform.

Blend (Enterprise Software – Total Funding - $184M) Blend Labs offers a digital platform designed to bring simplicity and transparency to consumer lending. Blend was recently named to the Forbes Fintech 50, 2018 list. Some notable customers include US Bank, Wells Fargo, SWBC Mortgage, City National Bank and OPES Advisors.

Total Return Information (Unaudited)
SharesPost 100 Fund – Class A (Inception Date: 03/25/2014)	Annualized Total Return: Inception - 12/31/18	Cumulative Total Return: Inception - 12/31/18	1 Year Total Return: 01/01/18 - 12/31/18
Returns based on Purchase Without Any Sales Charge (NAV)	7.66%	42.20%	5.92%
Returns based on Purchase With Maximum Sales Charge of 5.75% (POP)	6.33%	34.02%	-0.18%
Fund Benchmarks
Dow Jones US Technology Index	14.08%	87.45%	-0.63%
Standard and Poor’s 500 Index	8.60%	48.23%	-4.38%

SharesPost 100 Fund – Class I (Inception Date:11/17/2017)	Annualized Total Return: Inception - 12/31/18	Cumulative Total Return: Inception - 12/31/18	1 Year Total Return: 01/01/18 - 12/31/18
Returns based on Purchase Without Any Sales Charge (NAV)	7.21%	8.12%	6.18%
Fund Benchmarks
Dow Jones US Technology Index	-0.41%	-0.46%	-0.63%
Standard and Poor’s 500 Index	-0.59%	-0.66%	-4.38%

SharesPost 100 Fund – Class L^* (Inception Date: 05/11/2018)	Cumulative Total Return: Inception - 12/31/18
Returns based on Purchase Without Any Sales Charge (NAV)	0.07%
Returns based on Purchase With Maximum Sales Charge of 4.25% (POP)	-4.18%
Fund Benchmarks
Dow Jones US Technology Index	-10.73%
Standard and Poor’s 500 Index	-6.92%

^*	Not annualized for periods less than one year

IMPORTANT DISCLOSURE

All investing involves risk including the possible loss of principal. Shares in the Fund are highly illiquid, and you may not be able to sell your shares when, or in the amount that, you desire. The Fund intends to primarily invest in securities of private, late-stage, venture-backed growth companies. There are significant potential risks relating to investing in such securities. Because most of the securities in which the Fund invests are not publicly traded, the Fund’s investments will be valued by the Investment Adviser pursuant to fair valuation procedures and methodologies adopted by the Board of Trustees.

There are significant potential risks associated with investing in venture capital and private equity-backed companies with complex capital structures. The Fund focuses its investments on a limited number of securities, which could subject it to greater risk than that of a larger, more varied portfolio. There is a greater focus in technology securities which could adversely affect the Fund’s performance. The inclusion of various indices is for comparison purposes only. The performance of an index is not an exact representation of any particular investment, as you cannot invest directly in an index.

If the Fund does not have at least 500 Members for an entire taxable year, you could receive an adverse tax treatment.

The Fund’s quarterly repurchase policy may require the Fund to liquidate portfolio holdings earlier than the Investment Adviser would otherwise do so, and may also result in an increase in the Fund’s expense ratio. This is not a complete enumeration of the Fund’s risks. Please read the Fund prospectus for other risk factors related to the Fund, its investment strategy and your investment in the Fund, and other additional details.

SHARESPOST 100 FUND

Fund Performance & Portfolio Diversification

December 31, 2018 (Unaudited)

Growth of $10,000 Investment

This graph illustrates the hypothetical investment of $10,000 in the Class A from March 25, 2014 (Class inception) to December 31, 2018. The Average Annual Total Return table and Growth of Assumed $10,000 Investment graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Public Offering Price ("POP") assumes an initial investment of $9,425 ($10,000 less the maximum sales load of 5.75%). The Net Asset Value ("NAV") assumes no sales load.

Fund Sector Diversification

The following chart provides a visual breakdown of the Fund by the industry sectors that the underlying securities represent as a percentage of the total investments.

^*	Represents less than 0.005% of total investments

SHARESPOST 100 FUND

Portfolio Composition

December 31, 2018 (Unaudited)

Fund Holdings

SHARESPOST 100 FUND

Schedule of Investments

December 31, 2018

	Acquisition Date	Shares	Cost		Fair Value
COMMON STOCK IN PUBLIC COMPANIES – 2.3%
ENTERPRISE SOFTWARE – 0.3%
Domo^(a)	Feb 2017	12,638	$	970,182	$	248,084
Zuora, Inc.^(a)	Jun 2016	11,184		64,643		202,878
				1,034,825		450,962
SECURITY – 0.6%
Tenable Network^(a)	Jul 2017	38,820		176,631		845,499

SOFTWARE – 1.4%
DocuSign, Inc.^(a)	May 2014	48,973		979,444		1,962,838
TOTAL COMMON STOCK IN PUBLIC COMPANIES				2,190,900		3,259,299

COMMON STOCK IN PRIVATE COMPANIES^(b) – 36.0%
ADVERTISING – 7.6%
AdRoll^(a)	Mar 2017	3,155		24,050		35,683
Chartboost^(a)	Mar 2015	700,000		1,611,000		2,639,000
GroundTruth (f.k.a. xAd, Inc.)^(a)	Oct 2016	1,659,427		446,424		647,177
OpenX^(a)	Jun 2015	2,899,297		2,615,386		4,725,854
PubMatic^(a)	Jun 2015	200,000		1,170,000		2,822,000
				5,866,860		10,869,714
ANALYTICS/BIG DATA – 5.8%
Dataminr, Inc.^(a)	Sep 2015	174,875		1,457,500		3,340,113
INRIX, Inc.^(a)	May 2014	70,750		1,592,150		1,931,475
MapR Technologies, Inc.^(a)	Apr 2018	185,000		543,800		762,200
Planet Labs, Inc.^(a)	Mar 2018	25,000		731,250		1,414,250
ThoughtSpot, Inc.^(a)	Oct 2018	100,000		780,000		906,000
				5,104,700		8,354,038
CONSUMER WEB – 2.0%
Nextdoor^(a)	Dec 2018	33,445		446,491		586,291
Wag Labs, Inc.^(a)	Oct 2018	370,000		2,000,775		2,260,700
				2,447,266		2,846,991
EDUCATION – 2.1%
Udacity Inc.^(a)	Dec 2018	448,075		2,884,586		3,060,352

ENTERPRISE SOFTWARE – 1.4%
Blend Labs, Inc.^(a)	Aug 2018	756,832		822,540		953,608
InsideSales.com^(a)	Dec 2016	75,000		225,000		305,250
Sprinklr^(a)	Jun 2017	100,000		500,000		785,000
				1,547,540		2,043,858
FINANCE/PAYMENTS – 6.5%
Circle Internet Financial, Inc.^(a)	Apr 2018	290,200		2,604,825		5,377,406
Marqeta, Inc.^(a)	Jul 2018	855,000		1,000,350		1,111,500
Prosper Marketplace, Inc.^(a)	Jan 2016	244,130		1,307,998		200,187
Ripple^(a)	Dec 2018	42,000		504,000		588,420
Social Finance, Inc.^(a)	Apr 2017	134,355		1,720,469		2,085,189
				7,137,642		9,362,702

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Schedule of Investments (Continued)

December 31, 2018

	Acquisition Date	Shares	Cost		Fair Value
COMMON STOCK IN PRIVATE COMPANIES^(b) – 36.0% (Continued)
GAMES – 0.0%
RockYou, Inc.^(a)	Apr 2015	10,149	$	1,400,000	$	913

HEALTHCARE/BIOTECH – 3.7%
23andMe, Inc.^(a)	Oct 2017	152,657		1,683,608		2,613,488
Metabiota^(a)	Apr 2015	494,589		500,000		816,072
One Medical Group^(a)	Mar 2017	78,750		577,412		938,700
ZocDoc, Inc.^(a)	Feb 2015	61,016		1,321,708		975,035
				4,082,728		5,343,295
HOSTING/STORAGE – 1.4%
Code 42 Software, Inc.^(a)	May 2016	330,000		754,500		1,940,400

SECURITY – 1.4%
Cylance, Inc.^(a)	Mar 2018	210,000		1,333,500		1,950,900

SOFTWARE – 4.1%
Acquia^(a)	Apr 2016	90,000		860,000		2,106,000
Docker, Inc.^(a)	May 2017	25,000		531,250		605,000
Optimizely^(a)	Feb 2017	160,303		1,420,675		3,233,312
				2,811,925		5,944,312
TOTAL COMMON STOCK IN PRIVATE COMPANIES				35,371,247		51,717,475

PREFERRED STOCK IN PRIVATE COMPANIES^(b) – 22.3%
ADVERTISING – 1.0%
GroundTruth (f.k.a. xAd, Inc.), Preferred Class B-1^(a)	Jan 2017	600,000		149,200		234,000
WideOrbit, Inc., Preferred Class C^(a)	Oct 2015	400,000		1,100,000		1,196,000
				1,249,200		1,430,000

ANALYTICS/BIG DATA – 1.6%
Palantir Technologies, Inc., Preferred Class D^(a)	Jan 2017	75,740		516,287		593,802
Palantir Technologies, Inc. Preferred Class E^(a)	Dec 2017	79,260		512,714		621,398
Palantir Technologies, Inc., Preferred Class J^(a)	Nov 2018	125,000		765,000		1,038,750
				1,794,001		2,253,950
CLEAN TECHNOLOGY – 0.9%
Spruce Finance, Inc., Preferred Class A-2^(a)	Mar 2017	190,000		1,900,000		1,375,600

CONSUMER WEB – 1.5%
Musely, Preferred Class B^(a)	Oct 2014	7,961		100,012		100,012
Nextdoor, Preferred Class B^(a)	Mar 2018	29,495		494,041		517,047
Nextdoor, Preferred Class C^(a)	Mar 2018	17,543		293,845		307,529
Nextdoor, Preferred Class D^(a)	Mar 2018	6,899		115,558		120,939
Nextdoor, Preferred Class E^(a)	Mar 2018	3,392		56,816		59,462
Nextdoor, Preferred Class F^(a)	Mar 2018	5,171		86,614		90,648
Pinterest, Preferred Series 2^(a)	Nov 2017	144,000		1,000,799		970,560
				2,147,685		2,166,197

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Schedule of Investments (Continued)

December 31, 2018

	Acquisition Date	Shares	Cost		Fair Value
PREFERRED STOCK IN PRIVATE COMPANIES^(b) – 22.3% (Continued)
FINANCE/PAYMENTS – 1.5%
Prosper Marketplace, Inc. Preferred Class A^(a)	Jan 2016	55,395	$	305,781	$	45,424
Prosper Marketplace, Inc. Preferred Class A-1^(a)	Jan 2016	58,165		116		58,165
Social Finance, Inc., Preferred Class A^(a)	Apr 2017	10,714		174,638		166,281
Social Finance, Inc., Preferred Class B^(a)	Apr 2017	1,361		22,184		21,123
Social Finance, Inc., Preferred Class C^(a)	Apr 2017	2,893		47,156		44,899
Social Finance, Inc., Preferred Class D^(a)	Apr 2017	46,766		762,286		725,808
Social Finance, Inc., Preferred Class E^(a)	Apr 2017	43,740		712,962		678,845
Social Finance, Inc., Preferred Class F^(a)	Apr 2017	25,172		410,304		395,956
				2,435,427		2,136,501
HEALTHCARE/BIOTECH – 1.6%
Intarcia Therapeutics, Inc., Preferred Class DD^(a)	May 2017	9,000		519,300		438,750
Metabiota, Preferred Class A^(a)	Apr 2015	346,212		500,000		571,250
Metabiota, Preferred Class B^(a)	Feb 2017	366,669		500,952		744,338
ZocDoc, Inc., Preferred Class A^(a)	Feb 2015	35,000		875,000		559,300
				2,395,252		2,313,638
MUSIC – 2.4%
SoundHound, Inc., Preferred Class D^(a)	Sep 2016	107,484		2,200,767		3,467,434

SECURITY – 1.2%
Lookout, Inc., Preferred Class A^(a)	Feb 2015	204,000		1,927,800		1,685,040

TRANSPORTATION – 10.6%
Lyft, Preferred Class D^(a)	Oct 2016	12,000		266,600		620,280
Lyft, Preferred Class E^(a)	May 2017	178,715		5,009,020		9,237,778
Lyft, Preferred Class F^(a)	Dec 2018	20,000		1,045,000		1,033,800
Turo, Preferred Class D1^(a)	Jun 2018	642,535		2,999,996		2,968,512
Uber Technologies, Inc., Preferred Class E^(a)	May 2018	7,503		322,629		363,145
Virgin Hyperloop One, Preferred Class B-1^(a)	Jun 2017	414,473		999,999		998,880
				10,643,244		15,222,395
TOTAL PREFERRED STOCK IN PRIVATE COMPANIES				26,693,376		32,050,755

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Schedule of Investments (Continued)

December 31, 2018

	Acquisition Date	Principal Amount		Cost		Fair Value
CONVERTIBLE NOTES OF PRIVATE COMPANIES – 0.0%^(b)
TRANSPORTATION – 0.0%
Virgin Hyperloop One, 5.00%, 06/30/2020	Nov 2018	$	37,078	$	37,078	$	37,078
TOTAL CONVERTIBLE NOTES OF PRIVATE COMPANIES					37,078		37,078

SHORT-TERM INVESTMENTS – 38.9%
DEMAND DEPOSIT – 38.9%
UMB Money Market Fiduciary, 0.25%^(c)					56,000,011		56,000,011
TOTAL SHORT-TERM INVESTMENTS					56,000,011		56,000,011

TOTAL INVESTMENTS – 99.5%					120,292,612		143,064,618
Other assets less liabilities – 0.5%							783,152

NET ASSETS –100.0%						$	143,847,770

^(a)	Non-income Producing

^(b)	Investments in private companies, and in some cases public companies, may be subject to restrictions on disposition imposed by the issuer. As of December 31, 2018, restricted securities represented 58.26% of net assets of the Fund.

^(c)

Rate disclosed represents the seven-day yield as of the Fund’s period end. The UMB Money Market Fiduciary account is an interest-bearing money market deposit account maintained by UMB Bank, n.a. in its capacity as a custodian for various participating custody accounts. The fund may redeem its investments in whole, or in part, on each business day.

All issuers are United States based, except for OpenX, which is based in the UK.

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Statement of Assets and Liabilities

December 31, 2018

Assets:
Investments, at fair value (Note 3):
Common stock in public companies	$	3,259,299
Common stock in private companies		51,717,475
Preferred stock in private companies		32,050,755
Convertible notes of private companies		37,078
Short-term investments		56,000,011
Receivable for investments sold		861,784
Receivable for fund shares sold		310,966
Interest receivable		12,503
Prepaid expenses and other assets		69,826
Total assets		144,319,697

Liabilities:
Advisory fees		207,105
Payable for shareholder servicing fees - Class A		24,366
Payable for audit and tax fees		107,250
Payable for transfer agent fees		82,031
Payable for chief compliance officer fees		5,833
Other accrued liabilities		45,342
Total liabilities		471,927
Commitments and contingencies (Note 9)
Net assets	$	143,847,770

Net assets consist of:
Capital stock (unlimited shares authorized, 25,000,000 shares registered, no par value)	$	123,829,233
Total distributable earnings		20,018,537
Net assets	$	143,847,770

Net assets:
Class A	$	109,902,043
Class I		33,944,726
Class L^*		1,001
Total net assets	$	143,847,770

Shares outstanding:
Class A		3,864,653
Class I		1,190,672
Class L^*		35
Total shares outstanding		5,055,360

Net asset value, public offering price, and redemption proceeds per share:
Class A - Net asset value and redemption proceeds per share	$	28.44
Class I - Net asset value and redemption proceeds per share	$	28.51
Class L - Net asset value and redemption proceeds per share^*	$	28.39	^**
Class A - Public offering price per share^(a)	$	30.18
Class L - Public offering price per share^*(b)	$	29.65

Cost of investments	$	120,292,612

^*	Class L inception date was May 11, 2018.

^**	Due to the small size of this share class, the per class net asset value cannot be accurately calculated without using unrounded shares and net assets.

^(a)	Computation of public offering price per share 100/94.25 of net asset value. (See Note 10).

^(b)	Computation of public offering price per share 100/95.75 of net asset value. (See Note 10).

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Statement of Operations

For the year ended December 31, 2018

Investment Income:
Interest	$	72,943
Total investment income		72,943

Expenses:
Investment advisory fees (Note 5)		2,340,560
Transfer agent fees		374,095
Fund accounting & administration fees		231,059
Shareholder servicing fees - Class A		217,697
Legal fees		178,733
Audit and tax fees		178,391
Trustee fees		115,000
Printing & postage		106,391
Chief compliance officer fees		70,000
Miscellaneous expenses		69,590
Registration fees		69,245
Insurance fees		56,885
Custodian fees		26,375
Shareholder servicing fees - Class L		2
Distribution fees - Class L		2
Total expenses		4,034,025
Less: Contractual waiver of fees and reimbursement of expenses (Note 4)		(982,239	)
Net expenses		3,051,786
Net investment loss		(2,978,843	)

Net realized gain on investments		7,698,095
Net change in unrealized gain on investments		1,488,665
Net realized & change in unrealized gain on investments		9,186,760
Net change in net assets from operations	$	6,207,917

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Statements of Changes in Net Assets

	Year ended December 31, 2018			Year ended December 31, 2017
Operations:
Net investment loss	$	(2,978,843	)	$	(2,379,279	)
Net realized gain (loss) on investments		7,698,095			(6,586,865	)
Net change in unrealized gain on investments		1,488,665			9,285,708
Net change in net assets resulting from operations		6,207,917			319,564

Fund share transactions:
Proceeds from shares issued - Class A		24,845,249			41,270,664
Proceeds from shares issued - Class I		33,417,339			1,114,808
Proceeds from shares issued - Class L^*		1,000			—
Cost of shares redeemed - Class A		(22,532,713	)		(18,257,293	)
Cost of shares redeemed - Class I		(453,834	)		—
Net change in net assets from fund share transactions		35,277,041			24,128,179
Net change in net assets	$	41,484,958		$	24,447,743

Net assets:
Beginning of year	$	102,362,812		$	77,915,069
End of year	$	143,847,770		$	102,362,812

Transactions in shares:
Issuance of shares - Class A		881,805			1,573,732
Issuance of shares - Class I		1,165,000			41,534
Issuance of shares - Class L^*		35			—
Redemption of shares - Class A		(788,511	)		(706,078	)
Redemption of shares - Class I		(15,862	)		—
Net change in shares		1,242,467			909,188

^*	Reflects operations for the period from May 11, 2018 (inception date of the share Class L) to December 31, 2018.

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Statement of Cash Flows

For the year ended December 31, 2018

Cash flows from operating activities:
Net change in net assets from operations	$	6,207,917
Adjustments to reconcile net change in net assets from operations to net cash used in operating activities:
Purchase of investments		(21,717,538	)
Net purchases of short-term investments		(35,661,358	)
Proceeds from sales of investments		25,171,799
Net change in unrealized gain on investments		(1,488,665	)
Net realized gain on investments		(7,698,095	)
Change in operating assets and liabilities:
Increase in interest receivable		(12,304	)
Increase in prepaid expenses and other assets		(20,583	)
Increase in net payable to adviser		241,964
Decrease in other accrued liabilities		(12,902	)
Net cash used in operating activities		(34,989,765	)

Cash flows from financing activities:
Proceeds from shares issued, net of change in receivable for fund shares sold		58,799,474
Cost of shares redeemed, net of change in payable for fund shares redeemed		(23,809,709	)
Net cash provided by financing activities		34,989,765

Net change in cash		—

Cash at beginning of period		—
Cash at end of period	$	—

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Financial Highlights – Class A

For a capital share outstanding throughout each period

	Year ended December 31, 2018			Year ended December 31, 2017			Year ended December 31, 2016			Year ended December 31, 2015^(a)			Year ended December 31, 2014^*(a)
Per share operating performance
Net asset value, beginning of year	$	26.85		$	26.83		$	25.48		$	24.56		$	20.00

Change in net assets from operations:
Net investment loss		(0.71	)		(0.63	)		(0.53	)		(0.38	)		(0.24	)
Net realized and unrealized gain on investments		2.30			0.65			1.88			1.30			4.80
Total change in net assets from operations		1.59			0.02			1.35			0.92			4.56

Distributions:
From net investment income		—			—			—			—			—
From net realized gain on investments		—			—			—			—			—
Total distributions		—			—			—			—			—
Net increase in net asset value		1.59			0.02			1.35			0.92			4.56
Net asset value, end of year	$	28.44		$	26.85		$	26.83		$	25.48		$	24.56

Total return^(b)		5.92	%		0.07	%		5.30	%		3.75	%		22.80	%^(c)

Ratios and supplemental data
Net assets, end of year (in thousands)	$	109,902		$	101,248		$	77,915		$	67,580		$	19,156
Ratio of net expenses to average net assets		2.50	%^(d)		2.50	%^(e)		2.50	%^(f)		2.50	%^(g)		2.49	%^(h)
Ratio of gross expenses before reimbursement to average net assets		3.29	%		3.69	%		3.56	%		4.47	%		18.45	%
Ratio of net investment loss to average net assets		(2.44	)%		(2.52	)%		(2.16	)%		(2.01	)%		(2.49	)%
Portfolio turnover		24.75	%		8.78	%		7.78	%		4.45	%		2.40	%^(c)

^*	The Fund’s inception date was March 25, 2014. Prior to March 25, 2014, the Fund had been inactive except for matters related to the Fund’s establishment, designation and planned registration and the sale of shares to SP Investments Management, LLC (see Note 1).

^(a)	Redemption fees consisted of per share amounts of less than $0.01. Redemption fees were discontinued in conjunction with the prospectus renewal effective April 30, 2015.

^(b)	The Fund’s total investment returns as presented do not include a sales load.

^(c)	Not annualized for periods less than one year.

^(d)	The ratio of net expenses are the result of $887,579 in contractual waivers and expense reimbursement representing (0.79)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(e)	The ratio of net expenses are the result of $1,120,912 in contractual waivers and expense reimbursement representing (1.19)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(f)	The ratio of net expenses are the result of $757,978 in contractual waivers and expense reimbursement representing (1.06)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(g)	The ratio of net expenses are the result of $993,070 in contractual waivers and expense reimbursements representing (1.97)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(h)	The ratio of net expenses are the combined result of $1,208,322 in contractual waivers and expense reimbursements representing (15.95)% and $575 in voluntary expense reimbursements representing (0.01)%. Please see note 4 in the Notes to the Financial Statements for additional information.

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Financial Highlights – Class I

For a capital share outstanding throughout each period

	Year ended December 31, 2018			Period ended December 31, 2017^*
Per share operating performance
Net asset value, beginning of period	$	26.85		$	26.37

Change in net assets from operations:
Net investment loss		(0.20	)		(0.01	)
Net realized and unrealized gain on investments		1.86			0.49
Total change in net assets from operations		1.66			0.48

Distributions:
From net investment income		—			—
From net realized gain on investments		—			—
Total distributions		—			—
Net increase in net asset value		1.66			0.48
Net asset value, end of period	$	28.51		$	26.85

Total return		6.18	%		1.82	%^(a)

Ratios and supplemental data
Net assets, end of period (in thousands)	$	33,945		$	1,115
Ratio of net expenses to average net assets		2.25	%^(b)		2.25	%^(c)(d)
Ratio of gross expenses before reimbursement to average net assets		3.10	%		3.50	%^(d)
Ratio of net investment loss to average net assets		(2.17	)%		(2.25	)%^(d)
Portfolio turnover		24.75	%		8.78	%^(a)

^*	Reflects operations for the period from November 17, 2017 (inception date) to December 31, 2017.

^(a)	Not annualized for periods less than one year.

^(b)	The ratio of net expenses are the result of $94,654 in contractual waivers and expense reimbursement representing (0.85)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(c)	The ratio of net expenses are the result of $109 in contractual waivers and expense reimbursement representing (1.25)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(d)	Annualized for period less than one year.

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Financial Highlights – Class L

For a capital share outstanding throughout the period

	Period ended December 31, 2018^*
Per share operating performance
Net asset value, beginning of period	$	28.37

Change in net assets from operations:
Net investment loss		(0.49	)
Net realized and unrealized gain on investments		0.51
Total change in net assets from operations		0.02

Distributions:
From net investment income		—
From net realized gain on investments		—
Total distributions		—
Net increase in net asset value		0.02
Net asset value, end of period	$	28.39

Total return^(a)		0.07	%^(b)

Ratios and supplemental data
Net assets, end of period (in thousands)	$	1
Ratio of net expenses to average net assets		2.75	%^(c)(d)
Ratio of gross expenses before reimbursement to average net assets		3.60	%^(d)
Ratio of net investment loss to average net assets		(2.68	)%^(d)
Portfolio turnover		24.75	%^(b)

^*	Reflects operations for the period from May 11, 2018 (inception date) to December 31, 2018.

^(a)	The Fund’s total investment returns as presented do not include a sales load.

^(b)	Not annualized for periods less than one year.

^(c)	The ratio of net expenses are the result of $6 in contractual waivers and expense reimbursement representing (0.85)%. Please see Note 4 in the Notes to the Financial Statements for additional information.

^(d)	Annualized for period less than one year.

See accompanying Notes to the Financial Statements

SHARESPOST 100 FUND

Notes to the Financial Statements

December 31, 2018

1. Organization

SharesPost 100 Fund (the “Fund”) was established as a limited liability company under the laws of the State of Delaware on August 20, 2012 and converted into a Delaware statutory trust on March 22, 2013. The Fund is registered with the Securities and Exchange Commission (the “SEC”) as a non-diversified, closed-end management investment company that operates as an “interval fund” under the Investment Company Act of 1940, as amended (the “1940 Act”). The shares of beneficial interest of the Fund (the “Shares”) will be continuously offered under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). As an interval fund, the Fund will make quarterly repurchase offers for 5% of the Fund’s outstanding Shares at net asset value (“NAV”), with no repurchase fee incurred. The Fund’s inception date was March 25, 2014. Prior to March 25, 2014, the Fund had been inactive except for matters relating to the Fund’s establishment, designation and planned registration of the Fund’s Shares under the Securities Act and the sale of 5,000 Shares (“Initial Shares”) for $100,000 to SP Investments Management, LLC (the “Investment Adviser”), which occurred on July 30, 2013.

The investment objective of the Fund is to provide investors capital appreciation, which it seeks to achieve by primarily investing in the equity securities of certain private, operating, late-stage, growth companies primarily comprising the SharesPost 100, a list of companies selected and maintained by the Investment Adviser. The Investment Adviser’s primary strategy will be to invest in portfolio companies (each, a “Portfolio Company”) and generally to hold such securities until a liquidity event with respect to such Portfolio Company occurs, such as an initial public offering, which generally includes a restrictive period of 180 days commonly known as a lock-up period, or a merger or acquisition transaction. The Fund currently offers three different classes of shares: Class A, Class I, and Class L shares. The separate classes of shares differ principally in the applicable sales charges (if any) and shareholder servicing fees. Generally, shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Fund and earn income and realized gains/ losses pro rata based on the daily ending net assets of each class, without discrimination between share classes. Expenses that are specific to a class are charged directly to that class. Dividends are determined separately for each class based on income and expenses allocated to each class. Realized gain distributions are allocated to each class pro rata based on the shares outstanding of each class on the date of distribution. Differences in per share dividend rates generally result from the differences in separate class expenses, including distribution and shareholder servicing fees.

2. Significant accounting policies

The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards (“ASC”) Topic 946, Financial Services – Investment Companies. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.

Investment transactions and income recognition — Investment transactions are accounted for on a trade date basis. Net realized gains and losses on securities are computed on a specific identification basis. Dividend income is recorded on the ex-dividend date or as soon as known if after the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair market value. Interest income and estimated expenses are accrued daily.

Use of estimates — The preparation of the financial statements in accordance with US generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

2. Significant accounting policies — (continued)

Investment valuation — The Fund’s NAV is based in large part on the value of its securities which will be carried at fair value in accordance with the provision of FASB ASC Topic 820, Fair value Measurements and Disclosures. Where reliable market prices are available for those securities, the Investment Adviser will rely on those prices. However, because the securities in which the Fund invests are often illiquid, market prices may not be readily available or, where available, may be unreliable. At any point in time, there may be few recent purchase or sale transactions or offers on which to base the value of a given private share. In addition, the prices reflected in recent transactions or offers may be extremely sensitive to changes in supply or demand, including changes fueled by investor perceptions or other conditions.

When reliable market values are not available, the Fund’s investments will be valued by the Investment Adviser pursuant to fair valuation procedures and methodologies adopted by the Board of Trustees. While the Fund and the Investment Adviser will use good faith efforts to determine the fair value of the Fund’s securities, fair value will be dependent on the judgment of the Investment Adviser. The Investment Adviser may also rely to some extent on information provided by the Portfolio Companies.

From time to time, the Fund may determine that it should modify its estimates or assumptions, as new information becomes available. As a consequence, the value of the securities and therefore the Fund’s NAV may vary. This may adversely affect Shareholders. Other than in connection with a liquidity event of a Portfolio Company, the Fund will generally sell Portfolio Company securities only in order (and only to the extent necessary) to fund quarterly repurchases of Fund Shares. However, because of the uncertainty and judgment involved in the fair valuation of the private shares, which do not have a readily available market, the estimated fair value of such shares may be different from values that would have been used had a readily available market existed for such shares. In addition, in the event that the Fund desires to sell Portfolio Company shares, the Fund may also not be able to sell these securities at the prices at which they are carried on the Fund’s books, or may have to delay their sale in order to do so. This may adversely affect the Fund’s NAV.

The Board of Trustees has delegated the day-to-day responsibility for determining these fair values to the Investment Adviser, but the Board of Trustees has the ultimate responsibility for determining the fair value of the portfolio of the Fund. The Investment Adviser has developed the Fund’s fair valuation procedures and methodologies, which have been approved by the Board of Trustees, and will make fair valuation determinations and act in accordance with those procedures and methodologies, and in accordance with the 1940 Act. Fair valuation determinations are to be reviewed and, as necessary, ratified or revised quarterly by the Board of Trustees (or more frequently if necessary), including in connection with any quarterly repurchase offer.

There were no changes to the valuation approaches or techniques applied during 2018.

Federal income taxes — The Fund’s policy is to comply with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and to distribute to shareholders each year substantially all of its net investment income and any net realized capital gain. Therefore, a federal income tax or excise tax provision is not required.

Management has evaluated all tax positions taken or expected to be taken by the Fund to determine whether each tax position is more likely than not (i.e. greater than 50%) to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Tax positions that do not meet the more likely than not threshold may result in a tax benefit or expense in the current year. If the Fund were to incur an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. No interest expense or penalties have been recognized as of or for the year ended December 31, 2018. Management of the Fund also is not aware of any tax positions for which it is reasonably possible that the total amounts of recognized tax benefits will significantly change in the next twelve months. Management has determined that the Fund has not taken any tax positions which do not meet the more likely than not threshold and as such, no liabilities related to uncertain tax positions have been reflected in the Fund’s financial statements.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

2. Significant accounting policies — (continued)

Management analyzed all open tax years, as defined by the applicable statute of limitations for all major jurisdictions in which it files tax returns, which includes federal and certain states. The Fund’s 2014 - 2017 tax years are open to examination as of December 31, 2018.

Distributions to shareholders — The Fund distributes net investment income and net realized gains (net of any capital loss carryovers), if any, annually. The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to differing treatment of net operating loss, wash sales, non-deductible offering costs and capital loss carryforwards. To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts, on the Statement of Assets and Liabilities, based on their federal tax treatment; temporary differences do not require reclassification.

Shareholder service fee plan — Under the terms of the Fund’s Shareholder Services Plan, the Fund may compensate financial industry professionals for providing ongoing services in respect to clients to whom they have distributed Shares of the Fund’s Class A and Class L. Both Class A and Class L may incur shareholder servicing fees on an annual basis up to 0.25% of its daily average NAV. Class I is not subject to a shareholder servicing fee. For the year ended December 31, 2018, Class A and Class L accrued $217,697 and $2, respectively, in shareholder servicing fees.

Redemption fee — Redemption fees were discontinued in conjunction with the prospectus renewal effective April 30, 2015. Prior to April 30, 2015, the Fund received a 2.00% redemption fee on redemption amounts for Shares held for less than 365 days, and recorded these fees as paid-in-capital.

Transactions with affiliates — SharesPost Financial Corporation (“SharesPost Financial”) is a registered broker-dealer, member of FINRA and SIPC, and wholly owned subsidiary of SharesPost, Inc. Since the Investment Advisor is also wholly owned by SharesPost, Inc., SharesPost Financial and the Investment Adviser are affiliates.

To the extent any affiliate of the Investment Adviser or the Fund (“Affiliated Broker”) receives any fee, payment, commission, or other financial incentive of any type (“Broker Fees”) in connection with the purchase and sale of securities by the Fund, such Broker Fees will be subject to policies and procedures adopted by the Board of Trustees pursuant to Section 17(e) and Rule 17e-1 of the 1940 Act. These policies and procedures include a quarterly review of Broker Fees by the Board of Trustees. Among other things, Section 17(e) and those procedures provide that, when acting as broker for the Fund in connection with the purchase or sale of securities to or by the Fund, an affiliated broker may not receive any compensation exceeding the following limits: (1) if the transaction is effected on a securities exchange, the compensation may not exceed the “usual and customary broker’s commission” (as defined in Rule 17e-1 under the 1940 Act); (2) in the case of the purchase of securities by the Fund in connection with a secondary distribution, the compensation cannot exceed 2% of the sale price; and (iii) the compensation for transactions otherwise effected cannot exceed 1% of the purchase or sale price. Rule 17e-1 defines a “usual and customary broker’s commission” as one that is fair compared to the commission received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. The Fund has adopted a policy that it will not utilize the services of Affiliated Brokers (although Affiliated Brokers may be engaged by sellers or buyers in transactions opposite the Fund). Notwithstanding the foregoing, no Affiliated Broker will receive any undisclosed fees from the Fund in connection with any transaction involving the Fund and such Affiliated Broker, and to the extent any transactions involving the Fund are effected by an Affiliated Broker, such Affiliated Broker’s Broker Fees for such transactions shall be limited in accordance with Section 17(e)(2) of the 1940 Act and the Fund’s policies and procedures concerning Affiliated Brokers. For the year ended December 31, 2018, the Fund paid $10,000 in commissions to Affiliated Brokers.

The Fund has implemented certain written policies and procedures to ensure that the Fund does not engage in any transactions with any prohibited affiliates. Under the 1940 Act, our Board of Trustees has a duty to evaluate, and shall oversee the analysis of, all conflicts of interest involving the Fund and its affiliates, and shall do so in accordance with the aforementioned policies and procedures.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

3. Fair value measurements

GAAP defines fair value, establishes a three-tier framework for measuring fair value based on a hierarchy of inputs, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly and how that information must be incorporated into a fair value measurement. The hierarchy distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the fair value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

●

Level 1 — quoted prices for active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.

●

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc. and quoted prices for identical or similar assets in markets that are not active). Inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

●

Level 3 — significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments.

For the year ended December 31, 2018 there were transfers of $2,413,800 out of Level 3 and into Level 1 and $845,499 out of Level 3 into Level 2, due to changes in the liquidity restrictions of private holdings.

The following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis. There were no changes to these techniques or approaches during 2018.

Securities traded on a national exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Stocks traded on inactive markets or valued by reference to similar instruments which are marketable and to the extent the inputs are observable and timely, are categorized in Level 2 of the fair value hierarchy.

The Fund’s portfolio holdings are primarily in Level 3 investments. As they are not publicly traded, and many are subject to restrictions on resale, the investments are less liquid than publicly traded securities, resulting in increased liquidity risk to the Fund.

The Fund’s portfolio investments will generally not be in publicly traded securities. Investments for which observable market prices in active markets do not exist are reported at fair value, as determined in good faith by the Investment Adviser under consistently applied policies and procedures approved by the Board of Trustees in accordance with GAAP. In connection with that determination, members of the Investment Adviser’s portfolio management team will prepare Portfolio Company valuations using the most recent Portfolio Company financial statements and forecasts when and if available. The types of factors that the Investment Adviser will take into account in determining fair value, subject to review and ratification where required by the Board of Trustees with respect to such non-traded investments, will include, as relevant and, to the extent available, the Portfolio Company’s earnings, the markets in which the Portfolio Company does business, comparison to valuations of publicly traded companies in the Portfolio Company’s industry, comparisons to recent sales of comparable companies, the discounted value of the cash flows of the Portfolio Company and other relevant factors. This information may not be available because it is difficult to obtain financial and other information with respect to private companies. In considering the extent and nature of information utilized in the valuation process, management will generally apply a greater weighting to that information which is recent and observable. Because such valuations are inherently uncertain and may be based on estimates, the determinations of fair value may differ materially from the values that would be assessed if a readily available market for these securities existed. Based on these factors, the investments in private companies will generally be presented as a Level 3 investment. Changes in accounting standards, such as the currently pending changes in revenue recognition policies, may not be adopted consistently by issuers or at the same time, and as a result varied implementation may make it more difficult for the Fund to properly evaluate or compare financial information provided by Portfolio Companies of the Fund or to determine the validity of data of publicly traded company comparables for purposes of valuing the Fund’s portfolio holdings.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

3. Fair valuation measurements — (continued)

In May 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Unit (or Its Equivalent), modifying ASC 820. Under the modifications, investments in private investment funds valued at net asset value are no longer included in the fair value hierarchy table. The adoption of ASU 2015-07 resulted in the Fund’s investment in short-term investments being removed from the Fair Value hierarchy table.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to determine fair value of the Fund’s investments as of December 31, 2018:

Investment in Securities	Level 1 - Quoted Prices		Level 2 – Other Significant Observable Inputs		Level 3 – Significant Unobservable Inputs		Total
Security Type
Common stock in public companies^*	$	2,413,800	$	845,499	$	—	$	3,259,299
Common stock in private companies^*		—		—		51,717,475		51,717,475
Preferred stock in private companies^*		—		—		32,050,755		32,050,755
Convertible notes of private companies		—		—		37,078		37,078
Total	$	2,413,800	$	845,499	$	83,805,308	$	87,064,607
Money Market holdings valued using the practical expedient and not subject to the fair value hierarchy								56,000,011
Total							$	143,064,618

^*	All sub-categories within the security type represent their respective evaluation status. For a detailed breakout by industry, please refer to the Schedule of Investments.

The following is a rollforward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value on a recurring basis:

	Beginning balance January 1, 2018		Transfers into Level 3 during the period		Transfers out of Level 3 during the period			Purchases or Conversions			(Sales or Conversions)			Net realized gain/(loss)		Change in net unrealized gain/(loss)			Ending balance December 31, 2018		Change in Unrealized gains for the period for investments still held at December 31, 2018
SharesPost 100 Fund
Common stock in private companies	$	43,202,800	$	—	$	(1,331,516	)	$	16,908,477	**	$	(15,788,350	)	$	7,685,363	$	1,040,701		$	51,717,475	$	4,239,340
Preferred stock in private companies		37,165,464		—		(1,927,783	)		6,179,499			(9,940,232	)**		810,854		(237,047	)		32,050,755		1,526,183
Convertible Bond		—		—		—			37,078			—			—		—			37,078		—
	$	80,368,264	$	—	$	(3,259,299	)	$	23,125,054		$	(25,728,582	)	$	8,496,217	$	803,654		$	83,805,308	$	5,765,523

^**	Amounts include $1,400,000 in preferred stock, which along with $1,398,782 net accumulated loss was converted into $1,400,000 of common stock.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

3. Fair valuation measurements — (continued)

The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 Fair Value Measurements for investments held as of December 31, 2018:

Type of Level 3 Investment	Fair Value as of December 31, 2018		Valuation Technique^*	Unobservable Inputs	Range (Avg)
Common stock in private companies	$	51,717,475	Precedent Transactions	Precedent Transactions	N/A

			Revenue Model	Revenue Multiples	1.67 - 8.84 (5.08)
				Stage Discount Rates	20% - 30% (21.25%)
				Execution Discount Rates	15% - 100% (42.19%)
				Discounts For Lack of Marketability	15% -15% (15%)
Preferred stock in private companies		32,050,755	Precedent Transactions	Precedent Transactions	N/A

			Revenue Model	Revenue Multiples	1.41 - 5.93 (3.43)
				Stage Discount Rates	20% - 60% (23.23%)
				Execution Discount Rates	10% - 100% (45.48%)
				Discounts For Lack of Marketability	15% -15% (15%)

^*	Market approach

To the extent the revenue multiples increase, there is a corresponding increase in fair value; while as discount rates increase, there is a decrease in fair value.

4. Expense limitation agreement

The Investment Adviser has contractually agreed to reimburse the Fund so that its total annual operating expenses, excluding interest, taxes, brokerage commissions and other expenses that are capitalized in accordance with GAAP, and other extraordinary costs, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business, do not exceed 2.50% of the Class A average net assets per year, 2.75% of the Class L average net assets per year, and 2.25% of Class I average net assets per year, through May 1, 2020.

Under the terms of the Expense Limitation Agreement, at any time that the expenses of the Fund are less than the expense limitation, the Investment Adviser retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed, to the extent that such reimbursement will not cause the Class’ annualized expenses to exceed 2.50%, 2.75%, and 2.25%, for Class A, Class L, and Class I respectively, of their average net assets on an annualized basis. The Fund is not obligated to reimburse the Investment Adviser for fees previously waived or expenses previously assumed by the Investment Adviser more than three years before the date of such waiver or expense reimbursement. For the periods ended December 31, 2016, December 31, 2017, and December 31, 2018 the investment advisory fees and expense reimbursements by the Investment Adviser waived in the amounts of $757,978, $1,121,021, and $982,239 respectively, are subject to possible recoupment by the Investment Adviser through December 31, 2019, December 31, 2020, and December 31, 2021, respectively.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

5. Investment advisory agreement

The Fund has entered into an Investment Advisory Agreement with the Investment Adviser, pursuant to which the Investment Adviser provides general investment advisory services for the Fund. For providing these services, the Investment Adviser receives a fee from the Fund, accrued daily and paid monthly, at an annual rate equal to 1.90% of the Fund’s average daily net assets. For the year ending December 31, 2018, the Fund accrued $2,340,560 in investment advisory fees.

Certain officers and Trustees of the Fund are also officers of the Investment Adviser. None of the Fund officers who are affiliated with the Adviser or interested Trustees receives any compensation from the Fund.

6. Capital share transactions

The Fund Shares will be continuously offered under Rule 415 of the Securities Act of 1933, as amended. As of December 31, 2018, the Fund had registered 25,000,000 shares.

Investors may purchase shares each business day at a price equal to the NAV per share next determined after receipt of a purchase order. Any sales load will be deducted from the proceeds to the Fund.

As of December 31, 2018, ownership from affiliated parties represents 0.50% of the Fund.

The Fund’s shares are not redeemable each business day, are not listed for trading on an exchange, and no secondary market currently exists for Fund shares. As an interval fund and as described in the Fund’s prospectus, the Fund will make quarterly repurchase offers of 5% of the total number of shares outstanding at their NAV, unless postponed in accordance with regulatory requirements, and each repurchase pricing shall occur no later than the 14th day after the repurchase request deadline, or the next business day if the 14th day is not a business day. Rule 23c-3 of the 1940 Act permits repurchases between 5% and 25% of the Fund’s outstanding shares at NAV.

In every full quarter since the commencement of operations, the Fund has offered shareholders the opportunity to participate in this program. During the year ended December 31, 2018, the Fund had Repurchase Offers as follows:

Summary of Repurchase Offers for Class A – 1/1/18 through 12/31/18

Repurchase Pricing Date	Repurchase Offer Amount		% of Shares Tendered		Number of Shares Tendered
3/26/2018		5%		2.46%		99,084
6/25/2018		5%		3.49%		150,978
9/25/2018		5%		0.89%		41,302
12/26/2018		5%		4.12%		215,129

Summary of Repurchase Offers for Class I – 1/1/18 through 12/31/18

Repurchase Pricing Date	Repurchase Offer Amount		% of Shares Tendered		Number of Shares Tendered
3/26/2018		5%		—		—
6/25/2018		5%		0.07%		2,918
9/25/2018		5%		0.02%		780
12/26/2018		5%		0.23%		12,164

There were no repurchases for share Class L for the year ended December 31, 2018.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

7. Purchases and sales of securities

Purchases and sales of investments for the year ended December 31, 2018, were $21,725,052 and $24,731,129, respectively.

8. Federal tax information

At December 31, 2018, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

Cost of investments	$	123,163,555
Gross unrealized appreciation		28,047,654
Gross unrealized depreciation		(8,146,591	)
Net unrealized appreciation on investments	$	19,901,063

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2018, permanent differences in book and tax accounting have been reclassified to paid-in capital, accumulated net investment income (loss) and accumulated realized gain (loss) as follows:

Increase (Decrease)
Paid in Capital	Total Distributable Earnings
$ (2,978,843)	$ 2,978,843

As of December 31, 2018, the components of total distributable earnings on a tax basis were as follows:

Undistributed ordinary income	$	—
Undistributed long-term capital gains		117,474
Tax accumulated earnings		117,474
Accumulated capital and other losses		—
Net unrealized gain		19,901,063
Total accumulated earnings	$	20,018,537

During the fiscal year ended December 31, 2018, SharesPost utilized $2,096,959 and $3,809,647 of its non-expiring short-term and long-term capital loss carryforwards, respectively.

9. Commitments and Contingencies

In the normal course of business, the Fund will enter into contracts that contain a variety of representations, provide general indemnifications, set forth termination provisions and compel the contracting parties to arbitration in the event of dispute. From time to time, the Fund may be a party to arbitration, or legal proceedings, in the ordinary course of business, including proceedings relating to the enforcement of provisions of such contracts. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that would be subject to arbitration, generally.

In the normal course of business, the Company may enter into agreements to purchase investments. Such agreements are subject to certain rights of the issuer’s and ultimately, issuer approval. At December 31, 2018, the Fund had entered into agreements to purchase equity securities totaling $5,049,990. If approved by the issuer the Fund would record such amount in purchase costs.

SHARESPOST 100 FUND

Notes to the Financial Statements (Continued)

December 31, 2018

9. Commitments and Contingencies — (continued)

The Fund reasonably believes its assets will provide adequate cover to satisfy all its unfunded commitments. The Fund has ensured through its policies and procedures that it does not enter into an unfunded commitment unless it has reserved enough cash to meet the funding requirements thereof.

10. Offering Price Per Share

A maximum front-end sales load of 5.75% for Class A shares and 4.25% for Class L is imposed on purchases. Class I shares are not subject to sales loads. For the year ended December 31, 2018, the Fund was advised that various broker dealers received $306,257 of sales charges from sales of the Fund’s shares, of which $28,939 represented sales load received by affiliates.

11. Recent Accounting Pronouncements

The Securities and Exchange Commission adopted amendments to Regulation S-X, for the presentation of distributable earnings and distributions to align with GAAP. The compliance date of the amendments to Regulation S-X is November 5, 2018. This report incorporates the amendments to Regulation S-X.

On August 28, 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value measurement disclosure requirements of ASC Topic 820. ASU 2018-13’s amendments are effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management has adopted certain disclosures of ASU 2018-13 as permitted by the standard.

12. Subsequent events

Management of the Fund has evaluated events occurring after December 31, 2018 and through the date the financials were available to be issued, to determine whether any subsequent events would require adjustment to or disclosure in the financial statements. No subsequent events requiring adjustment to or disclosure within the financial statements were noted.

SHARESPOST 100 FUND

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees
SharesPost 100 Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of SharesPost 100 Fund (the Fund), including the schedule of investments, as of December 31, 2018, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years in the five year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the five year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with custodians, issuers of the securities, or other appropriate auditing procedures when replies from the issuers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Fund’s auditor since 2013.

Los Angeles, California
February 28, 2019

SHARESPOST 100 FUND

Trustees and Officers

December 31, 2018 (Unaudited)

The Board of Trustees of the Fund has overall responsibility for monitoring the Fund’s investment program, determining the fair value of the Fund’s Portfolio Companies, and its management and operations. The names of the Trustees and Officers of the Fund, their addresses, ages and principal occupations during the past five years are provided in the tables below. Trustees who are deemed “interested persons,” as defined in the 1940 Act, are included in the table titled “Interested Trustee and Officer.” Trustees who are not “interested persons” are referred to as “Independent Trustees.” The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and is available, without charge and upon request, by calling 1-800-834-8707.

Name, Address⁽¹⁾ and Age	Position(s) held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Director
INDEPENDENT TRUSTEES:
Robert Boulware Age: 62	Independent Trustee	Since inception⁽²⁾	Professional board director and trustee. Managing Director, Pilgrim Funds, LLC, and Director at Gainsco.	1	Brighthouse Financial and Trustee of Vertical Capital Fund
Mark Radcliffe Age: 66	Independent Trustee	Since inception⁽²⁾	Partner, DLA Piper	1	N/A
INTERESTED TRUSTEES:
Jeff Miller Age: 59	Interested Trustee	Since December 2018⁽²⁾	President, SharesPost Inc., President, SP Investments Management, LLC; President Truelytics, Inc. (2018); Managing Director, Head of Advisory and Products, UBS (2014 – 2017)	0	Truelytics
OFFICER:
Sven Weber Age: 49	President	Since inception	Managing Director of SP Investments Management, LLC	N/A	N/A
Carol Foster Age: 55	Chief Financial Officer	Since October 23, 2018	Chief Operating Officer and Chief Financial Officer of SharesPost Inc.; President of SP Investments Management, LLC (2017-2018); Principal, CLF Advisors, LLC (2015-2017); Chief Financial Officer, PENSCO Trust Company (2013-2015)	N/A	N/A
Julie Walsh Age: 48	Chief Compliance Officer	Elected by the Board annually; Since August 12, 2014	Managing Director, Compliance and NFA Member Services, Foreside Compliance Services, LLC; Fund Chief Compliance Officer	N/A	N/A

⁽¹⁾	All addresses c/o SharesPost 100 Fund, 101 Jefferson Drive, Menlo Park, CA 94025.

⁽²⁾	Each Trustee will serve for the duration of the Fund, or until death, resignation, termination, removal or retirement.

SHARESPOST 100 FUND

Additional Information

December 31, 2018 (Unaudited)

Proxy voting — A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the 12 month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-800-834-8707 and (2) from Fund documents filed with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

Portfolio holdings — The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at 1-800-834-8707.

SHARESPOST 100 FUND

Notes

Board of Trustees

Jeff Miller

Robert J. Boulware

Mark Radcliffe

Investment Adviser

SP Investments Management, LLC

101 Jefferson Drive,

Menlo Park, CA 94025

Dividend Paying Agent, Custodian, Transfer Agent

UMB Fund Services

235 West Galena Street

Milwaukee, WI 53212

Distributor

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

Independent Auditors

KPMG LLP

550 South Hope Street, Suite 1500

Los Angeles, CA 90071

This report has been prepared for the general information of the shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. The Fund’s prospectus contains more complete information about the objectives, policies, expenses and risks of the Funds. The Fund is not a bank deposit, not FDIC insured and may lose value. Please read the prospectus carefully before investing or sending money.

This report contains certain forward looking statements which are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward looking statements generally include words such as ‘‘believes’’, ‘‘expects’’, ‘‘anticipates’’ and other words of similar import. Such risks and uncertainties include, among other things, the Risk Factors noted in the Fund’s filings with the Securities and Exchange Commission. The Fund undertakes no obligation to update any forward looking statement.

Item 2. Code of Ethics.

The Registrant has a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer and principal financial officer. During the period covered by this report, there were no amendments to the provisions of the Code, nor were there any implicit or explicit waivers to the provisions of the Code. The Code is filed herewith.

Item 3. Audit Committee Financial Expert.

The Registrant does not have an audit committee financial expert. The Board of Trustees of the Registrant has determined that the members of its Audit Committee have sufficient financial experience to ensure the proper functioning of that committee, but that neither of the members has the requisite expertise or experience to be deemed an “audit committee financial expert” for purposes of the definition of such term in the Instructions to this Item 3 on Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The aggregate fees for professional services by KPMG LLP during the fiscal year 2018 and 2017 were as follows:

(a) Audit Fees.

Fiscal year ended December 31, 2018:		$	157,250
Fiscal year ended December 31, 2017:		$	142,500

(b) Audit-Related Fees.

Fiscal year ended December 31, 2018:		$	0.00
Fiscal year ended December 31, 2017:		$	0.00

(c) Tax Fees. These are fees billed for professional services rendered by the Registrant’s independent auditors for tax compliance, tax advice, and tax planning.

Fiscal year ended December 31, 2018:		$	12,825
Fiscal year ended December 31, 2017:		$	15,575

(d) All Other Fees.

Fiscal year ended December 31, 2018		$	0.00
Fiscal year ended December 31, 2017		$	0.00

(e) Audit Committee’s pre-approval policies and procedures.

(1)

The Audit Committee has adopted pre-approval policies and procedures that require the Audit Committee to pre-approve all audit and non-audit services of the Registrant, including services provided to the Registrant’s investment adviser or any entity controlling, controlled by or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant with respect to any engagement that directly relates to the operations and financial reporting of the Registrant.

(2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X: 100% of these fees were approved by the Audit Committee as required pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(f) None.

(g) During the last two fiscal years, there were no other non-audit services rendered by the Registrant’s independent auditors to the Registrant, its investment adviser or any entity controlling, controlled by or under the common control with the investment adviser that provides ongoing services to the Registrant.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Board of Trustees of the Registrant has adopted the Proxy Voting Procedures of SP Investments Management, LLC (“SPIM” or the “Adviser”), the Registrant’s investment adviser, as the Registrant’s Proxy Voting Procedures. Subject to the oversight of the Registrant’s Board of Trustees, the Registrant has delegated responsibility to the Adviser to vote any proxies the Registrant may receive. The Adviser’s general policy is to vote proxy proposals, amendments, consents or resolutions relating to the Registrant in a manner that serves the best interests of the Registrant.

Adviser’s Proxy Voting Policy

SPIM, as a matter of policy and as a fiduciary to its clients that are registered management investment companies (“Clients”), permits Clients to delegate proxy voting authority to SPIM, consistent with the best economic interests of the Clients.

Adviser’s Proxy Voting Procedure

All Client proxies are voted in accordance with the Adviser’s Proxy Voting Guidelines, as summarized below. In the event the Adviser’s Proxy Voting Guidelines do not address how a proxy should be voted, SPIM votes the proxy in a manner consistent with the general principles of its Proxy Voting Policies and Procedures and in the particular Client’s best interest. Prior to voting any proxies, the Chief Compliance Officer of the Adviser will determine whether any material conflict of interest may exist between SPIM and the respective Client with respect thereto. If the Chief Compliance Officer determines that any such material conflict of interest may exist, SPIM will follow the procedures identified under “Conflicts of Interest” below in connection with the voting of such proxies.

Conflicts of Interest

In the event that SPIM or its Chief Compliance Officer determines that voting a proxy may present a material conflict of interest between SPIM and a Client, SPIM will (1) disclose such conflict of interest to the Client and obtain written direction from the Client as to how to vote the proxy, (2) suggest that the Client engage another party to determine how to vote the proxy, or (3) engage another independent third party to determine how to vote the proxy.

Notwithstanding the foregoing, SPIM must vote proxies in the best interest of Clients when material conflicts of interest may exist with respect thereto.

SPIM believes that its policies and procedures are reasonably designed to address material conflicts of interest that may arise between SPIM and a Client as to the manner in which proxies are voted.

Except in instances where Clients have retained voting authority, SPIM will instruct custodians of Client accounts to forward all proxy statements and materials received in respect of Client accounts to SPIM’s Chief Compliance Officer. SPIM retains final authority and fiduciary responsibility for proxy voting.

Adviser’s General Proxy Voting Guidelines

SPIM has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Clients, SPIM reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. SPIM may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the best interests of the Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can SPIM anticipate all future situations. Corporate governance issues are diverse and continually evolving and SPIM devotes significant time and resources to monitor these changes.

The following guidelines reflect what SPIM believes to be good corporate governance and behavior:

Board of Directors: The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. SPIM supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. SPIM will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. SPIM will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, SPIM will review this issue on a case-by-case basis taking into consideration other factors including the company's corporate governance guidelines and performance. SPIM evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. SPIM generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, SPIM will give careful review on a case-by-case basis of the potential ramifications of such implementation. In the event of a contested election, SPIM will review a number of factors in making a decision including management’s track record, the company’s financial performance, qualifications of candidates on both slates, and the strategic plan of the dissidents.

Ratification of Auditors: SPIM will closely scrutinize the independence, role, and performance of auditors. On a case-by-case basis, SPIM will examine proposals relating to non-audit relationships and non-audit fees. SPIM will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of a lack of independence, accounting irregularities or negligence attributable to the auditors. SPIM may also consider whether the ratification of auditors has been approved by an appropriate audit committee that meets applicable composition and independence requirements.

Anti-Takeover Mechanisms and Related Issues: SPIM generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, SPIM conducts an independent review of each anti-takeover proposal. On occasion, SPIM may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Clients' interests as stockholders. SPIM generally supports proposals that require shareholder rights plans ("poison pills") to be subject to a shareholder vote. SPIM will closely evaluate shareholder rights' plans on a case-by-case basis to determine whether or not they warrant support. SPIM will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, SPIM generally opposes any supermajority voting requirements as well as the payment of "greenmail." SPIM usually supports "fair price" provisions and confidential voting. SPIM will review a company’s proposal to reincorporate to a different state or country on a case-by-case basis taking into consideration financial benefits such as tax treatment as well as comparing corporate governance provisions and general business laws that may result from the change in domicile.

Changes to Capital Structure: SPIM realizes that a company's financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or warrants or the assumption of additional debt. SPIM will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. SPIM will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. SPIM will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. SPIM will review proposals seeking preemptive rights on a case-by-case basis.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) Identification of Portfolio Manager(s) and Description of Role of Portfolio Manager(s).

As of December 31, 2018, the portfolio management team of the Registrant was comprised of Kevin Moss, Maureen Downey and Sven Jonas Grankvist (the “Portfolio Management Team”). The Portfolio Management Team was primarily responsible for the day-to-day portfolio management of the Registrant.

Mr. Moss is a Managing Director and Chief Operating Officer of SPIM. Prior to his position with SPIM, Mr. Moss was a senior portfolio manager at First New York Securities, where he managed a global macro book. With over 17 years of senior level experience in financial services, Mr. Moss’s specific areas of expertise include the management of client relationships, investment research coverage, block trading, and operations management. Mr. Moss began his career as an institutional equities sales trader working for Instinet, and later Commerzbank. His client base included hedge funds, pension funds and proprietary trading desks. Subsequently, Mr. Moss held a series of posts at leading hedge funds and proprietary trading firms including serving as the head of international trading for Libra Advisors and Opus Trading Funds.

Ms. Downey is a Managing Director of SPIM. Prior to her position with SPIM, Ms. Downey worked for Pantheon Ventures, where she was an Investment Committee member and played a key role in new business development in emerging markets. Before that, Ms. Downey was a Vice President in Investment Banking for Goldman Sachs, where she worked on private equity transactions, cross-border and domestic M&A and other capital markets functions in the U.S. and Europe.

Mr. Grankvist is a Vice President of SPIM. Prior to serving as a portfolio manager, Mr. Grankvist was a portfolio analyst. Prior to his position with SPIM, Mr. Grankvist was an investment banker with Berman Capital, where he covered a wide range of industries including Internet, digital media and software. Mr. Grankvist has worked on many mergers and acquisitions, and private equity transactions for buyers and sellers in the growth-and-middle-market arena. Mr. Grankvist is also a mentor for the Thiel Foundation’s 20 Under 20 Fellowship.

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest.

(i) As of March 11, 2019, Messrs. Moss and Grankvist were the portfolio managers of SP100 Special Opportunities Fund LLC (“SP100 Opportunity”), and are primarily responsible for the day-to-day portfolio management of SP100 Opportunity.

(ii) (A) Zero.

(B) One (1), SP100 Opportunity. Total assets of SP100 Opportunity managed by Messrs. Moss and Grankvist as of February 28, 2019 were approximately $164,019.

(iii) One (1) account. As of March 11, 2019, $0.00 of assets SP100 Opportunity were subject to an advisory performance fee.

(iv) A material conflict could arise in respect of the allocation of investment opportunities between the Registrant and SP100 Opportunity, as both entities have a substantially similar investment strategy to invest in the equity securities of private companies. However, to address such potential conflict of interest, SPIM has adopted compliance policies and procedures designed to address such conflict. It is SPIM’s general policy to allocate purchase or sale opportunities on a pro rata basis to all applicable Clients, measured by reference to each Client’s relative net asset value as of the beginning of the month in which the purchase or sale is executed. However, with respect to SP100 Opportunity, only after the SPIM Investment Committee has made its decision to pursue a purchase or sale opportunity in a given security on behalf the Registrant and the rationale for such decision has been documented by the Investment Committee and reviewed and approved by SPIM’s Chief Compliance Officer, may SP100 Opportunity, or any other overage fund structure advised by SPIM, be permitted to pursue a purchase or sale opportunity in any additionally available interests or shares of such security.

(a)(3) Compensation Structure of Portfolio Manager(s).

As of March 11, 2019, compensation for the Registrant’s Portfolio Management Team consists of base salary and bonus, which is in part dependent upon the overall performance of SPIM. The compensation is monitored to ensure competitiveness in the external marketplace.

(a)(4) Disclosure of Securities Ownership.

The following table sets forth the dollar range of equity securities beneficially owned by the Portfolio Management Team in the Registrant as of December 31, 2018:

Portfolio Manager	Dollar Range of Registrant Shares Beneficially Owned
Kevin Moss	$10,000 - $50,000
Maureen Downey	None
Sven Jonas Grankvist	$1 - $10,000

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

REGISTRANT PURCHASES OF EQUITY SECURITIES

Class A	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (of Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Period
Jan. 1-31, 2018		0		0		0		0
Feb. 1-28, 2018		0		0		0		0
Mar. 1-31, 2018		99,084	$	27.11		0		0
Apr. 1-28, 2018		0		0		0		0
May. 1-31, 2018		0		0		0		0
Jun. 1-30, 2018		150,977	$	28.93		0		0
Jul. 1-31, 2018		0		0		0		0
Aug. 1-31, 2018		0		0		0		0
Sep. 1-30, 2018		41,302	$	28.95		0		0
Oct. 1-31, 2018		0		0		0		0
Nov. 1-30, 2018		0		0		0		0
Dec. 1-31, 2018		215,129	$	28.43		0		0
Total		506,492	$	28.36		0		0

Class I	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (of Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Period
Jan. 1-31, 2018		0		0		0		0
Feb. 1-28, 2018		0		0		0		0
Mar. 1-31, 2018		0		0		0		0
Apr. 1-28, 2018		0		0		0		0
May. 1-31, 2018		0		0		0		0
Jun. 1-30, 2018		2,918	$	28.97		0		0
Jul. 1-31, 2018		0		0		0		0
Aug. 1-31, 2018		0		0		0		0
Sep. 1-30, 2018		780	$	29.01		0		0
Oct. 1-31, 2018		0		0		0		0
Nov. 1-30, 2018		0		0		0		0
Dec. 1-31, 2018		12,164	$	28.50		0		0
Total		15,862	$	28.61		0		0

Class L*	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (of Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Period
Jan. 1-31, 2018		0		0		0		0
Feb. 1-28, 2018		0		0		0		0
Mar. 1-31, 2018		0		0		0		0
Apr. 1-28, 2018		0		0		0		0
May. 1-31, 2018		0		0		0		0
Jun. 1-30, 2018		0		0		0		0
Jul. 1-31, 2018		0		0		0		0
Aug. 1-31, 2018		0		0		0		0
Sep. 1-30, 2018		0		0		0		0
Oct. 1-31, 2018		0		0		0		0
Nov. 1-30, 2018		0		0		0		0
Dec. 1-31, 2018		0				0		0
Total		0	$	0		0		0

Class L inception date was May 11, 2018.

On February 14, 2018, May 16, 2018, August 15, 2018, and November 14, 2018 the Registrant offered to repurchase up to 5% of the Registrant’s total outstanding shares, or 201,596, 216,077, 233,296, and 261,234 shares, respectively, pursuant to its periodic repurchase plan.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act. Based on their review, such officers have concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in this report was appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service providers.

(b)

There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that materially affected, or were reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The Fund has not engaged in Security Lending Activities.

Item 13. Exhibits.

(a) (1)

Code of Ethics. Filed herewith.

(a) (2)

Certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(a) (3)

Not applicable.

(a) (4)

Change in the registrant’s independent public accountant. Not applicable.

(b)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SharesPost 100 Fund

/s/ Sven Weber
By: Sven Weber
President
March 9, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Sven Weber
By: Sven Weber
President
March 9, 2019

/s/ Carol Foster
By: Carol Foster
Principal Financial Officer
March 11, 2019