VanEck Readies Private Growth Fund for Late-Stage AI, Space and Defense Companies

Former Liberty Street Advisors CIO Christian Munafo will run the tender offer fund, which is open only to qualified clients at a $25,000 minimum.

October 12, 2026

VanEck is preparing to offer late-stage venture and growth equity exposure through a new registered fund. VanEck Private Growth Fund, a continuously offered, non-diversified closed-end fund, filed its initial registration statement on October 9, 2026, laying out a strategy built around private companies the adviser believes are likely to reach an IPO, merger or acquisition within three to five years.

The fund will be managed by Van Eck Associates Corporation, which has been an investment adviser since 1955 and managed approximately $237.36 billion as of June 30, 2026. The prospectus is preliminary, and the fund cannot sell shares until its registration becomes effective.

A Thematic Late-Stage Portfolio

The fund's objective is long-term capital appreciation. Under normal conditions, it will invest at least 80% of its net assets, plus any borrowings for investment purposes, in growth companies. The adviser weighs factors such as a company's ability to grow sales, cash flow, earnings or market share faster than the market, whether that growth can be sustained, and whether the company is raising capital to expand.

The target list is explicitly thematic. It includes artificial intelligence, space and aerospace, defense, cybersecurity, cloud and quantum computing, semiconductors, infrastructure, hardtech and robotics, energy and electrification, fintech and healthtech. Within those areas, the adviser is looking for companies that have demonstrated market traction, with significant revenue and high growth rates, and that are at or approaching profitability.

Most exposure will come through private transactions, both primary and secondary. Direct holdings will typically be non-controlling stakes in preferred or common stock, warrants, convertible preferred stock and convertible debt. The fund may also invest indirectly through special purpose vehicles, venture funds and private equity funds, including secondary purchases of existing interests, and may use forward contracts, swaps, simple agreements for future equity and other synthetic arrangements to gain exposure to a company's equity.

The portfolio will be concentrated. VanEck expects to hold a concentrated number of companies and to invest more than 25% of assets in one or more of seven sectors, among them information technology, communications services and health care. The focus is on U.S. companies, with room to invest abroad, including in emerging markets.

The prospectus frames the opportunity around a shift in where growth happens, pointing to a two-decade decline in the number of U.S. listed companies while many innovative firms have stayed private longer and reached significant scale before going public. It also cautions that fully deploying the offering's proceeds could take 12 months or longer, with assets held in cash and short-term instruments in the meantime.

Liquidity Through Discretionary Tenders

The fund is structured as a tender offer fund rather than an interval fund, so it has no fundamental obligation to repurchase shares. The board currently expects, but is not obligated, to consider tender offers for about 2.5% of outstanding shares each calendar quarter. The adviser expects to recommend a first repurchase offer after the second full quarter following the registration's effective date.

Shares tendered within a year of purchase will carry a 2.00% early repurchase fee, which stays with the fund for the benefit of remaining shareholders. If a tender is oversubscribed, the fund may repurchase shares on a pro rata basis. The prospectus leaves the door open to a future conversion to an interval fund, which would require quarterly repurchase offers of 5% to 25% of shares, but says there is currently no intention or timeline to make that change.

Net asset value will be calculated on each business day the New York Stock Exchange is open. The fund expects a substantial portion of its holdings to be Level 3 assets. The adviser has been designated as valuation designee and may engage an independent third-party valuation firm. Its methods include recent transaction prices, comparable public company and precedent transaction multiples, discounted cash flow analysis and option pricing models. Interests in private vehicles will generally be carried at the manager's most recently reported NAV, adjusted for later developments.

Share Classes and Eligibility

The fund is initially offering two share classes, both priced at NAV:

• Class I carries no sales load and no distribution and servicing fee.
• Class S carries a sales load of up to 3.50% of the purchase amount, which may be waived or reduced, along with an ongoing distribution and servicing fee.

The minimum initial investment is $25,000 for either class, with subsequent purchases of at least $5,000, though the adviser may waive or aggregate the minimum. For now, only Qualified Clients under Rule 205-3 of the Investment Advisers Act, the standard that governs which clients may be charged performance-based fees, can buy shares. Van Eck Securities Corporation will distribute the fund on a best-efforts basis, and the shares will not be listed on an exchange.

Distributions are expected at least annually and will be reinvested unless a shareholder elects cash. The prospectus states that distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital.

Fee Rates Still Blank

The adviser will earn a management fee on average daily net assets plus an incentive fee on the fund's total return, subject to an annual hurdle, a high water mark maintained through a loss carryforward, and a 100% catch-up. The incentive fee is measured over a fiscal year ending March 31. The actual rates for both fees, the Class S distribution and servicing fee, and the cap on other expenses are all left blank in the preliminary prospectus.

The adviser has agreed to an expense limitation running until at least a date in 2027 that is also not yet specified, and it may recoup waived amounts for up to three years. Because the management fee is based on net assets and the incentive fee counts unrealized gains, the prospectus acknowledges that the adviser, as valuation designee, has an incentive to value holdings higher, and points to board oversight and periodic third-party valuation work as safeguards.

The fund may borrow within 1940 Act limits to invest, fund tender offers or bridge purchases pending new subscriptions. The adviser and its affiliates provided the fund's initial seed capital, and the adviser may seek SEC exemptive relief to let the fund co-invest alongside other accounts it manages, with no assurance that relief will be sought or granted.

Secondaries Veteran at the Helm

Christian Munafo is the fund's sole portfolio manager. He joined VanEck in 2026 as Portfolio Manager and Head of Private Growth Strategies and has more than 25 years in finance, the last 20-plus focused on primary and secondary investments in venture-backed and growth equity companies and funds.

Before VanEck, Munafo was chief investment officer of Liberty Street Advisors and its affiliates, where he served as a portfolio manager and investment committee member overseeing several products focused on late-stage private growth companies. Earlier roles include chief investment officer of SP Investments Management, co-head of the global private equity secondary practice at HQ Capital in New York, and head of secondaries at Thomas Weisel Partners.

State Street will serve as custodian and Ultimus Fund Solutions as transfer agent. The fund was organized as a Delaware statutory trust on July 31, 2025.