Madara Seeks NYSE Listing for AI Venture Fund of Funds Seeded by Shares-for-LP-Interest Swaps

The adviser will absorb the sales load and every offering cost, and the fund expects its NAV per share to climb above the IPO price once contributed fund interests close.

October 26, 2026

Madara Fund Advisors, a San Francisco adviser formed this year, has registered Madara AI & Frontier Technologies Fund, a closed-end fund of funds designed to give public-market investors exchange-listed access to private venture capital, growth equity and private equity funds focused on artificial intelligence and other frontier technologies. The fund has applied to list its common shares on the New York Stock Exchange under the ticker MXAI.

The fund was organized as a Delaware statutory trust on October 9, 2026, and filed its registration statement on October 23. The preliminary prospectus leaves the share count, offering price, management fee rate and underwriting syndicate blank. As of the prospectus date, the adviser manages no client assets other than the fund's initial capital, and draft language in the document says the adviser has applied for SEC registration as an investment adviser and expects it to take effect before the fund begins operations.

How the Portfolio Will Be Built

Under normal conditions the fund will invest at least 80% of its assets in AI and frontier technology investments, defined principally as limited partner and similar interests in private funds predominantly focused on those areas, along with related co-investments and cash held against unfunded commitments the fund expects to be called. Listed themes run from AI and machine learning, data infrastructure and cybersecurity to semiconductors, robotics, financial technology, space and defense, and technology-enabled health. The fund sets no target allocation among those themes, and none between AI and the other frontier technologies.

The fund will acquire interests through three channels:

• Commitments to underlying funds that are raising capital
• Cash purchases of existing interests on the secondary market
• Acquisitions of existing interests in exchange for newly issued common shares

The fund expects its early portfolio to be built mainly through secondaries, including those share exchanges, and to hold interests in 20 or more underlying funds. It intends to commit substantially all net offering proceeds within about 12 months of the closing.

Whether an underlying fund counts toward the 80% policy is decided by its stated mandate in its offering and organizational documents, without looking through to the companies it holds. The adviser reviews compliance at least quarterly, and the fund is not required to sell an interest because an underlying fund's portfolio drifts after purchase.

Shares for LP Interests

The fund says it has entered into contribution agreements with holders of existing underlying fund interests. When those transactions close, the fund will issue common shares to each contributor at a per-share value agreed in the relevant contract, which in every case exceeds the public offering price. If the offering is completed in full and each contribution closes, the fund expects its NAV per share immediately afterward to rise relative to the offering price, with that increase accruing to IPO buyers.

The values attributed to contributed interests are set by the adviser, with help from an independent third-party valuation firm engaged before each agreement was signed. Because the management fee is charged on managed assets, a higher value on a contributed interest raises the adviser's fee, a conflict the prospectus discloses. The fund also cautions that an increase in NAV recognized at acquisition may reduce its reported performance in later periods.

Shares issued to contributors are not part of the public offering. They will be sold privately to accredited investors under Regulation D as restricted securities and are expected to carry a 180-day lock-up running from the later of their issuance and the IPO closing. No contributor, together with its affiliates, may own more than 25% of the outstanding shares after an exchange.

Each closing depends on consents from the relevant general partners and on the contributed interest holding its value through closing. If contributions fall through, the fund would hold more cash, its portfolio could differ materially from the one described, and the expected NAV increase would not be realized in whole or in part. Terms are negotiated one-on-one with each contributor without competing bids.

The prospectus does not disclose how many contribution agreements exist, which funds they cover or their dollar value, and the aggregate unfunded commitments the fund expects to assume are left blank. The fund expects the exchanges not to qualify as tax-free transfers under Section 351 of the Internal Revenue Code, so it would take a fair-market-value basis in each contributed interest.

Fees and Costs

Investors buying in the IPO pay no sales load. The adviser will pay the underwriters' sales load from its own assets, along with a structuring fee to an as-yet unnamed firm, and will bear all organizational expenses and offering costs without reimbursement, so the fund's NAV per share at closing equals the offering price. Third-party expenses of the in-kind contributions are treated differently: the adviser fronts them, and the fund reimburses each one only if the related contribution closes.

The management fee is charged monthly on managed assets, which include cash the fund holds while waiting for capital calls. Shareholders also bear a second layer of underlying fund management fees and carried interest, and an underlying manager can earn a performance fee in a period when the fund's overall NAV declines. The fund does not plan to use leverage in its current fiscal year, which ends March 31, and has no credit facility in place.

Valuation, Liquidity and Disclosure

NAV will be struck monthly from valuations that underlying managers generally report quarterly, often 60 days or more after quarter-end.

Each quarter the fund plans to publish an exposure report naming the ten companies with the largest indirect exposure across its underlying funds, plus any company above 3% of assets. Neither figure is an investment limit, and the fund places no cap on aggregate indirect exposure to a single company.

Shareholders have no redemption right. The fund may buy back shares in the open market or run tender offers but is not obligated to. Distributions are expected at least annually and may be paid in cash or shares at each holder's election, with total cash limited to no less than 20% of the declared amount.

The prospectus states that few registered funds combine a portfolio of private fund interests with an exchange listing, and that limited precedent exists on how the 1940 Act applies to matters such as valuation frequency, policy compliance on indirect holdings and acquisitions from persons who become affiliates through the transaction.

Management

Robert Ghenchev, the adviser's founder and chief executive, is a portfolio manager responsible for strategy, portfolio construction and negotiation of the contributions. He was a managing partner at Novo Holdings from 2018 to 2025, where he led the Growth Investments platform, covering direct growth-stage investments and commitments to third-party fund managers. He previously spent 2010 to 2017 in healthcare investment banking at Moelis & Company.

Hamed Alam, managing director of sourcing and investments, handles day-to-day portfolio management. He was a portfolio manager at Tap Capital from 2025 to 2026 and, before that, spent 2021 to 2024 at Coller Capital working on LP-led, GP-led and direct secondary transactions and on capital raising for Coller's registered funds.