Connetic Venture Interval Fund Seeks Vote to Go Private and End Quarterly Repurchases

Investors who stay would pay a 1.90% all-in fee in exchange for giving up an independent board and 1940 Act protections, and the board expects a liquidation that could take seven to ten years or more if the deal fails.

November 12, 2026

Connetic Venture Capital Access Fund will ask shareholders on December 18, 2026 to approve converting the $40.5 million venture capital interval fund into two private funds and deregistering it under the 1940 Act. Shareholders who cannot qualify would be cashed out at net asset value. If the conversion is not completed, the board expects to wind the fund down through a liquidating trust.

The fund closed to new investors effective November 4, after the adviser recommended the conversion at an October 30 special board meeting. The fund’s board, which has four trustees, three of them independent, unanimously recommends a vote for each proposal.

Why Connetic wants out of the interval structure

The fund began operating on October 3, 2024, when 908 Investments LLC, a private fund managed by Connetic RIA LLC d/b/a Connetic Ventures, reorganized into it. It started with about $37.0 million in net assets. Through October 30, 2026, investors bought about $8.4 million of shares, while the fund repurchased about $5.0 million across eight quarterly offers, paying every request in full.

The fund has not reached the size needed to cover the fixed costs of a registered fund. Its current expense level depends on fee waivers and reimbursements under an expense limitation agreement that runs through July 31, 2027, and the adviser is not obligated to continue it after that term.

The board also cited a liquidity mismatch. The portfolio, which held 159 positions in 89 active companies as of September 30, 2026, consists of investments in early-stage private companies that the board said cannot be sold on a quarterly schedule. Meeting repurchases requires the fund to hold cash and liquid securities instead of investing in its strategy, and a significant portion of repurchases came from long-term investors who left before the end of their expected holding periods.

How the vote works

The first of four proposals eliminates the fund’s fundamental policy of offering to repurchase at least 5% of its shares each quarter. It stands on its own and takes effect immediately on approval, so the fund would make no further repurchase offers, including the one that would otherwise begin in January 2027, whether or not the conversion is approved. If shareholders reject it, the board will not proceed with the conversion and will liquidate the fund as promptly as practicable.

The other three proposals cover the conversion of the Delaware statutory trust into a limited liability company that immediately divides into two parallel funds, the fund’s deregistration, and a mandatory redemption of shareholders who are not eligible to remain. None of those three takes effect unless all four proposals pass.

Both successor vehicles would hold the same portfolio under the same adviser and objective. Connetic Venture Capital Access Fund, LLC would rely on Section 3(c)(7) and admit only qualified purchasers, with no limit on the number of investors. Connetic Venture Capital Access Fund II, LLC would rely on Section 3(c)(1) and admit accredited investors, capped at 100 beneficial owners, or 250 if it qualifies as a qualifying venture capital fund.

Who can stay

Because the private funds will be offered under Rule 506(c), a shareholder’s own certification of accredited investor status will not be enough. Every continuing shareholder, including qualified purchasers, must provide information that lets the fund verify accredited status, such as a written confirmation from the shareholder’s registered investment adviser, broker-dealer, attorney or CPA.

Shares will be redeemed for cash at net asset value, with no repurchase fee, if the holder:

• is not an accredited investor;
• does not return the required certification and verification;
• falls below the minimum account balance without making a top-up contribution; or
• is among the smallest accredited-only accounts once the 100-investor or 250-investor cap is reached.

The adviser has agreed to fund the redemptions by buying newly issued shares at the same net asset value, so the fund will not need to sell portfolio holdings to pay redeemed investors.

The fund expects to complete the deal if at least 100 shareholders, excluding the adviser and its affiliates, certify as qualified purchasers. Otherwise, the board may decide not to proceed. The conversion also requires an SEC deregistration order, and the plan terminates automatically if the conversion does not occur by March 31, 2027.

Fees and what investors give up

For the fiscal year ended March 31, 2026, the fund’s total annual operating expenses were 3.31% before waivers and 2.83% after, including a 1.90% management fee. Each private fund would pay the adviser a 1.90% all-in fee on net asset value, with the adviser covering all other operating expenses except taxes and extraordinary expenses. There would be no performance fee or carried interest, and the fee could not be raised without approval from a majority in interest of investors in each fund. The adviser has agreed to waive its right to recoup past fee waivers and expense reimbursements. The minimum for new investments would generally rise from $2,500 to $20,000.

The private funds would have no board. Investors could remove the adviser only for cause, though they could also remove it or dissolve a fund if Brad Zapp, the adviser’s president and portfolio manager, ceases to be substantially involved in management. Tender offers would be at the adviser’s discretion, transfers would require its consent, and the funds would not file periodic reports with the SEC. The conversion is expected to be taxable to shareholders.

After the conversion, the adviser expects to withdraw its SEC registration, report as an exempt reporting adviser, and register with or rely on an exemption in Kentucky and other applicable states. It would then no longer be subject to the Advisers Act custody, compliance program and code of ethics rules. The board did not obtain a fairness opinion or outside appraisal.

Conflicts, litigation and the fallback

The adviser is wholly owned by Wendal Inc., which held about 5.38% of the fund’s shares as of the November 2 record date. The share purchase funding the redemptions, made by the adviser or Wendal, would increase their ownership of the qualified purchaser fund and the assets on which the adviser earns its fee. Zapp, who is also the fund’s president and an interested trustee, owns 1.46% of the shares. The board weighed seeking a successor adviser or merger partner, and the adviser told it no other adviser or fund had expressed interest.

The fund’s stake in CaryRx, Inc. (dba CaryHealth), about 16% of net assets as of September 30, 2026, is the subject of pending litigation. If the conversion is completed, the adviser will pay the private funds’ litigation costs, and any net recovery will go to investors within 30 days with no fee to the adviser. Shareholders redeemed in the conversion would not share in any recovery.

If the conversion fails, the fund would transfer its assets to a liquidating trust with the adviser serving as liquidating trustee for an annual fee of 1.90% of net assets for the first seven years and 1.00% after that. The fund estimates a liquidation could take seven to ten years or more. Units would not be transferable, and unitholders would receive distributions only as investments are sold.