Connetic Venture Capital Access Fund (VCAFX): Dec 18, 2026 Vote Would End Quarterly Repurchases

The dates, in order

The proxy calls these dates “estimates” and says it “cannot predict when, or whether, the SEC will issue the deregistration order.” Our November 11 read is of the preliminary version. The cover letter and the plan are dated “[November 20, 2026]” in brackets and the text describes a Board meeting on that date in the past tense, ten days after the filing date; read these as drafting placeholders until the definitive proxy appears.

What each vote outcome does to your money

The proxy has four proposals. Proposal 1 (end the repurchase policy) stands alone. Proposals 2, 3 and 4 (conversion, deregistration, mandatory redemption) take effect only if all four pass. The table is our reading of the proxy’s own text.

Three details sit between the lines. First, the cover letter says that if Proposal 1 fails “the Board expects to liquidate the Fund”; the body of the proxy is firmer, saying the Board will not proceed with the conversion. Second, the proxy does not say whether the January 2027 repurchase offer would still be made in outcome 4 while the liquidation is being arranged; it says only that the policy would still require offers. Third, the liquidation is not on the ballot: the proxy says “Shareholders are not being asked to vote on the Plan of Liquidation” and that the Board can adopt it by a 75% vote of the Trustees without shareholders.

How the vote is counted

Each proposal needs a “Majority Shareholder Vote,” defined as “the lesser of (i) 67% or more of the Shares present at the Meeting, if the holders of more than 50% of the outstanding Shares are present in person or represented by proxy, or (ii) more than 50% of the outstanding Shares.” With 4,067,684.68 shares outstanding on the record date, more than 50% of the outstanding shares is at least 2,033,843 shares (our arithmetic).

• Abstentions count against. The proxy says abstentions “will have the effect of a vote against each proposal.”
• No instructions, no vote. All four proposals are non-routine, so a broker cannot vote your shares without instructions, and “Shares for which no voting instructions are received will not be counted as present.”
• A blank signed card is a yes. “Properly executed proxies that do not specify a choice will be voted FOR each proposal.”
• The largest record holder is a brokerage firm. National Financial Services LLC holds 1,698,296.31 shares of record (41.63%); the St. Elizabeth Healthcare Long-Term Operating Fund holds 260,377.61 (6.40%); Wendal Inc., the parent of the adviser, holds 218,836.32 (5.38%). The proxy lists Trustees and officers as a group at 3.60%.
• No appraisal rights. “Shareholders have no dissenters’ or appraisal rights.”

Can you stay? Who qualifies

The proxy sets three tests. A holder must be a qualified purchaser (“generally, individuals with at least $5 million in investments, and most entities with at least $25 million in investments”) to go into the fund with no investor cap, or an accredited investor to go into the second fund, which is limited to 100 beneficial owners, or 250 if it qualifies as a “qualifying venture capital fund.” Accredited status must be verified, not just stated: the proxy says a holder’s own certification “will not be sufficient” because the funds would offer interests under Rule 506(c), and gives examples such as a letter from the holder’s registered investment adviser, broker-dealer, attorney or accountant.

The third test is size. The proxy sets a minimum account of [$20,000] for each fund, bracketed, measured on the value of all your shares on the record date, accounts combined. A smaller holder may “contribute cash equal to at least the shortfall.” As an illustration, if the $20,000 figure stands and your shares were worth $15,000 on November 2, 2026, the top-up would be $5,000 (our arithmetic). Compare that with the fund’s current $2,500 minimum for Class I shares. If more than 100 accredited investors who are not qualified purchasers remain, “the smallest account balances” are redeemed first; the cap does not apply to qualified purchasers.

The fund says it expects to complete the conversion “if at least 100 shareholders are certified as qualified purchasers.” It had “approximately [349] shareholders” in [355] accounts, bracketed, on the record date, and the proxy says the number who will be certified “is not yet known.” For how the two definitions differ, see our qualified purchaser vs accredited investor guide.

Fees: 2.83% today, 1.90% after

The saving, then, is not a lower management fee. The 1.90% fee is the same; what disappears is the 1.23% of other expenses, the 0.15% servicing fee and the 0.03% of acquired fund costs, which the adviser would absorb. The expense limitation that holds the fund to 2.83% “will remain in effect through July 31, 2027” and “will terminate on the Conversion Date,” with the adviser waiving the right to recoup what it waived earlier.

These are annual costs on a constant balance, our arithmetic from the percentages above. The proxy’s own example, which assumes a 5% annual return, puts the cost of $1,000 held one year at $29 in the fund and $19 in the private funds, and ten years at $357 against $222. The financial highlights in the annual report show a net expense ratio of 2.80% (gross 3.28%) for the year ended March 31, 2026, measured on a different basis from the proxy’s prospectus-style table. Liquidation costs 1.90% of net assets for seven years too, then 1.00%.

What the quarterly offers have actually been

The fund began on October 3, 2024 when a private fund called 908 Investments LLC, managed by the adviser, reorganized into it with about $37.0 million. Net asset value per share and net assets at the dates the filings give:

The fiscal year to March 31, 2026 shows a total return of -3.07%, after a first partial period of +1.00%. Net assets of about $40.5 million on October 30, 2026 compare with $37.0 million at the start, plus about $8.4 million of share purchases and minus about $5.0 million of repurchases, which adds to about $40.4 million, close to the reported $40.5 million (our arithmetic). The proxy’s case for converting is size: “The Fund has not grown to the size needed to carry the fixed costs of operating as a registered fund.”

Repurchase results from the shareholder reports, with the notice dates from Form N-23c-3. Each offer was for up to 5% of shares:

The January 2026 offer took 4.44% of shares, close to the 5% offered; every other reported offer took 1.33% or less. The sum of the six reported offers is $3,424,112 (our arithmetic). The proxy says the fund repurchased about $5.0 million in eight offers through October 30, 2026 and paid every request in full, which implies about $1.6 million across the July and October 2026 offers together (our arithmetic from a rounded total). The shareholder report for the period ended September 30, 2026 is where the July and October results will appear. One discrepancy to know about: the December 2025 semi-annual report first printed the July 2025 offer at $10.26 and 0.78%, and the June 2026 annual report prints $10.38 and 0.72%; $317,657 divided by 30,603 shares is $10.38 (our arithmetic), so the later figures look right.

The Board’s explanation for ending the policy is that early-stage private companies “cannot be sold on a quarterly schedule,” that meeting offers “requires the Fund to hold cash and liquid securities instead of investing in its strategy,” and that “a significant portion of the Fund’s repurchases has come from long-term investors who left before the end of their expected holding periods.” Our other pages cover how an interval fund’s repurchases are meant to work in the list of interval funds, in the peer venture fund ARKVX and in the funds that chose to liquidate in 2026.

What the fund owns

The most recent public portfolio is the N-PORT for June 30, 2026, which lists 157 positions with net assets of $43,582,704. We summed the position lines by issuer name:

Of the 157 positions, 147 are Level 3, valued by the adviser with inputs that cannot be observed; Level 3 positions were $39,829,228, or 91.4% of net assets (our arithmetic). The annual report says restricted securities were 90.5% of the fund at March 31, 2026. The proxy says the portfolio was 159 positions in 89 active companies at September 30, 2026 and that valuations “were not prepared for the transaction.” Under the plan, each private fund would own a proportionate share of every investment, and conversion NAV is the fund’s own NAV, so the exchange is at the adviser’s valuation. The Board “did not obtain a fairness opinion, appraisal, or other report from an outside party materially relating to the transaction.”

CaryRx, Inc. (dba CaryHealth) is the one holding the proxy discusses. It was “approximately 16% of the Fund’s net assets as of September 30, 2026” and is “the subject of pending litigation.” The annual report says that after March 31, 2026 the company “completed a change-of-control transaction with a third-party acquirer” and that its fair value did not differ materially from its March 31, 2026 carrying value. If the conversion happens, the adviser would pay the private funds’ cost of the litigation and any net recovery would go to investors within 30 days, but holders redeemed in the mandatory redemption “will not share in any recovery.” If the proposals fail, “the Fund will continue to bear its litigation costs.”

What the November 4 supplement said

The supplement to the July 29, 2026 prospectus says that on October 30, 2026 the Board approved proposals “intended to facilitate the conversion of the Fund from a closed-end fund operating as an interval fund” into two private funds, and that “Upon shareholder approval of the Conversion Proposals, the Fund will stop conducting quarterly repurchase offers.” It also says that the fund “has suspended the offering of its shares for sale to new investors,” effective immediately; existing shareholders may continue to buy and the dividend reinvestment plan keeps running. It expected the proxy to be mailed “in late November 2026” with the meeting “on or about December 18, 2026,” and adds that “there is no guarantee that the Conversion Proposals will be approved.”

What the preliminary proxy leaves open

• Bracketed items. The meeting time, the $20,000 minimum, the 100-investor test in the risk section, the share count of holders and accounts, the mailing date, the January 22 and January 29, 2027 dates and the March 26, 2027 estimate are all in square brackets.
• The qualified purchaser count. The fund “cannot predict whether the Minimum Investor Condition will be met.” The completion tests are an SEC order, a finished certification process, the adviser’s funding and a tax opinion the Board finds satisfactory; the proxy says only the tax-advice condition can be waived.
• The 250 limit. Whether the accredited fund counts as a “qualifying venture capital fund” is decided by the adviser “on the advice of counsel” before the closing, and the plan shows the 250 figure in brackets.
• Control. After the conversion there is no board; the adviser may transfer the manager role to an affiliate on 60 days’ notice, and investors may remove the adviser only for cause or if its president ceases to be substantially involved.
• The adviser’s interests. The adviser’s parent holds 5.38%; the adviser or its parent would buy the shares that fund the mandatory redemption, which raises its stake and its fee base. The proxy lists this under “Interests of Certain Persons in the Proposals.”

What a reader can do with this

This page is analysis of public documents, not investment, legal or tax advice. How to vote is yours; we do not recommend a vote either way.

• Find out which row of the outcome table is yours. Check your statement for the balance on November 2, 2026. If you hold through a broker or custodian, ask whether it will deliver the certification package; the adviser says it will coordinate delivery to holders through intermediaries.
• Decide before the meeting, because silence works against every proposal. Vote by internet, telephone or mail, or in person; shares held through a broker need instructions to the broker. A proxy can be revoked before it is voted.
• Write down your cost basis now. The proxy says the conversion, the mandatory redemption and the liquidating trust are expected to be taxable. Basis, holding period and any losses elsewhere decide the result; the proxy says to consult your own tax adviser.
• If the proposals pass and you qualify, expect a different tax form. Partnership interests produce Schedule K-1, which “may be delivered after April 15,” in place of Form 1099. See K-1 vs 1099-DIV for real estate investments for how the forms differ.
• Read the definitive proxy when it is filed. It will replace the brackets. Compare the minimum account balance, the certification deadline and the Minimum Investor Condition with this page’s table.
• Do not plan around a date for cash. The mandatory redemption is paid within ten business days after the valuation date; a liquidating trust would pay as investments are sold, with no date.

For what an adviser costs on a position like this, see what a financial advisor costs for real estate investing.

FAQ

All figures are from SEC filings read on EDGAR on November 11, 2026. Connetic Venture Capital Access Fund (CIK 1996211): preliminary proxy statement on Schedule 14A (PRE 14A) filed November 10, 2026 (accession 0001999371-26-025103); Form 424B3 supplement of November 4, 2026 (0001999371-26-024467); Forms N-23c-3 of December 31, 2024, March 31, June 30, September 30 and December 31, 2025, and March 31, June 30 and September 30, 2026 (0001999371-24-015941, -25-003495, -25-008546, -25-014263, -25-021461, -26-007303, -26-013781, -26-021566); Form N-CSR for the period ended March 31, 2025 (0001398344-25-011385); Form N-CSRS for the period ended September 30, 2025 (0001398344-25-022188); Form N-CSR for the year ended March 31, 2026 (0001398344-26-010615); Form N-PORT for June 30, 2026, filed August 31, 2026 (0001996211-26-000007); Form 486BPOS of July 29, 2026 (0001999371-26-016353). Percentages, sums and costs marked as our arithmetic are our own calculations from those filings. This is analysis of public documents, not investment, legal or tax advice.