Since our public launch, one question has shown up in our inbox more than any other.

How do I sell my shares?

It's the right question to ask before putting money into any illiquid vehicle. And the answer here is different from most financial products you've probably encountered before.

Today, we're talking about:

I've been talking to all kinds of investors about USVC since our public launch. Questions about deal flow, fees, and the investment process come up, but one question shows up in my inbox more than any other.

How do I get my money out?

It's a fair question. Probably the most important one you should be asking before putting money into any illiquid vehicle.

Here's everything you need to know about liquidity in USVC.

Traditional venture capital funds are structured as 10-year partnerships.

You commit capital, the fund invests over the first few years, and you wait… with no expectation of liquidity until portfolio companies actually exit.

For institutional LPs who've been in this asset class for decades, that's simply been the way things are done.

USVC is a different kind of vehicle altogether, available to more investors than ever before, and with that comes questions traditional VC never had to answer.

Today, there are two paths to offering liquidity in a public access venture capital fund.

Option one: List the fund on an exchange. Let shares trade actively like a public security.

A few products launched this year do exactly this, and they sounds appealing at first glance.

The problem is that when you list a fund on an exchange, the share price often disconnects from what the underlying assets are actually worth.

Fund shares can trade at a significant premium to NAV (sometimes 200%, 400%, or more) driven by sentiment, news flow, and hype around whatever hot startup happens to be in the portfolio at that moment.

When momentum is in your favor and prices are rising, the premium can feel good. But that appreciation is disconnected from what the underlying companies are actually worth.

And when sentiment shifts (and it typically does at some point) that premium could flip to a discount, at which point you've lost money even if the companies in the portfolio are doing fine.

Option two: Offer the fund as an unlisted vehicle that issues shares at a daily NAV. This is what we chose.

You invest at daily NAV. If a quarterly tender offer is conducted and your repurchase request is accepted, shares are generally expected to be repurchased at the applicable NAV determined pursuant to the tender offer terms (more on that in a moment).

Because shares are not exchange-traded, the structure is designed to reduce the likelihood that the price investors pay or receive diverges significantly from NAV due to secondary-market trading dynamics. However, NAV itself is based on fair value methodologies applied to private assets and may differ from the value ultimately realized upon disposition.

The tradeoffs are that you can't just sell your shares on an exchange whenever you want and and quarterly tenders aren't guaranteed to fully meet your redemption request either.

We believe this structure better aligns with the long-term nature of venture investing.

The unlisted, evergreen structure isn't just a workaround for the illiquidity of private markets. It's the more natural fit for how venture capital actually works.

Traditionally, funds commit you to a single vintage, meaning you're locked into that cohort of companies through their full cycle, however long it takes, with no ability to adjust your position along the way.

An evergreen structure lets us build a multi-stage portfolio continuously, compounding across companies and entry points over time, while giving investors periodic windows to shape their own holding periods.

For an asset class that fundamentally rewards patience, we think this is the right vehicle.

Unlike a listed fund with daily buy-sell action, we target quarterly redemption offers for investors to access liquidity.

Each quarter, the Board may, in its sole discretion, offer to repurchase up to 5% of the Fund's net assets. The Board is not obligated to conduct any repurchase offer and may offer less than 5%, or none at all.

So, if you want to redeem some or all of your shares in a given quarter, you elect to participate and you’d receive the share price at the time of your redemption.

A few things worth understanding clearly about our tender offer process:

This is where I want to be extremely clear, because this is an area where we've seen some confusion.

When people hear "5% per quarter," they immediately think:

I can only sell 5% of my investment each quarter.

That's not how it works.

The 5% cap applies to the entire fund, not just your position.

Here's a concrete example: Say the fund grows to $100 million. The quarterly pool is $5 million. Now imagine only some investors want to redeem in a given quarter, say $2 million in total requests. The full $2 million gets honored without proration. If you wanted out, you're fully out.

Now imagine the same scenario, but demand is $8 million against a $5 million pool. Now requests get prorated. But even in that scenario, an investor may be able to redeem a portion of their position, subject to overall fund redemption demand, available repurchase capacity, and Board discretion.

This is a question I don't see asked enough.

The Fund maintains a portion of its assets in liquid or near-liquid investments (such as money market funds) that, among other purposes, may help facilitate quarterly repurchase offers if and when they are conducted.

Today, these include money market funds, but they can also include public positions.

Over time, the fund itself can generate cash through the natural lifecycle of venture investing. Companies get acquired or go public. Fund managers distribute returns. Returns get realized in cash.

As the portfolio matures and we've deployed across a broader set of companies and stages, this cash flow could become more regular and more predictable. However, there is no guarantee that the Fund will generate sufficient liquidity from portfolio exits or distributions.

By investing across stages and mixing in secondaries of more mature private companies, we're building a portfolio with a range of liquidity timelines.

Earlier-stage primary investments may take years to generate returns. Secondaries in late-stage companies are often closer to the finish line from day one. And that mix means liquidity isn't solely dependent on the longest-duration bets in the portfolio.

The honest answer today, though, is that we're early. The near-term liquidity mechanism is primarily that sleeve of liquid assets, and the quarterly tender volume could grow as the fund scales and the portfolio matures.

The listed fund structure would have been simpler to explain.

"You can sell whenever you want" is a much easier sentence to write than the one I've been writing for the past 800 words. But I think it would have been fundamentally less honest about what venture capital actually is.

Venture capital is a long-duration asset class.

The investment thesis behind institutional allocations to venture is that patient capital, held through the full lifecycle of companies, may have the potential to access returns not available to shorter-duration strategies. However, there is no guarantee this potential will be realized.

The best outcomes in venture often don't happen in 18 months. They happen when you hold through the noise, through down rounds and pivots and years when nothing seems to be happening, until suddenly a company you backed at seed is the category leader.

If we built USVC as a trading product, we'd face constant pressure to liquidate positions early to meet redemption demand. That's exactly the kind of forced selling that destroys returns.

Venture capital is a power law asset class, which means most returns come from a small number of companies that compound into something extraordinary.

That kind of compounding requires time. A company that looks like a good outcome at year three can look like a generational one at year eight. Forced selling doesn't just reduce returns, it cuts you off from the part of the distribution that makes venture worth doing in the first place.

We want to make venture available to more people. But the only way to do it honestly is with a long-term lens. Thus, the unlisted structure with quarterly tenders isn't a limitation. It's what makes the strategy possible.

If you're considering USVC, be honest with yourself about a few things.

For the right investor, USVC offers something genuinely new: venture-quality exposure, at NAV, with a limited periodic liquidity mechanism, that reduces the barrier that kept most people out of this asset class for decades.

But the liquidity is a feature of a patient vehicle, not a promise of easy exits. I'd rather you understand that clearly now than be surprised later on.

- Ankur Nagpal, General Partner

Private markets have historically rewarded patient capital. The investors who've built real positions in venture didn't find the perfect moment. They started early and stayed long.

USVC is how you build that position, starting with as little as $500.

Investors should carefully consider the investment objectives, risks, sales charges and expenses of USVC before investing. USVC's prospectus contains this and other information and may be obtained at http://usvc.com/prospectus or by calling +1 (844) 988-1720. Read the prospectus carefully before investing.

This communication is for informational purposes only, is not intended to be a recommendation for any investment or other advice of any kind and shall not constitute or imply any offer to purchase, sell or hold any security or to enter into or engage in any type of transaction. Any such offers will only be made pursuant to USVC’s prospectus, which should be carefully reviewed before investing.

Investing in the USVC Venture Capital Access Fund involves significant risk, including the possible loss of principal. Venture capital investments are speculative, illiquid, and subject to a high degree of risk. Past performance does not guarantee future results.

USVC Venture Capital Access Fund is distributed by North Capital Private Securities (NCPS), member FINRA/SIPC. NCPS is not affiliated with USVC’s adviser or its affiliates.

Investing in USVC’s shares involves substantial risk, including the potential loss of your entire investment. Shares are not listed on any exchange, are illiquid, and liquidity is limited to periodic repurchases at the discretion of the Board, which are not guaranteed. This investment is speculative and suitable only for long-term investors who can bear the risks of limited liquidity. Certain conflicts of interest involving USVC and its affiliates could impact USVC’s investment returns and limit the flexibility of its investment policies. Past performance does not guarantee future results. Fees, expenses, and conflicts of interest may reduce returns.

USVC’s shares have no history of public trading. You should not expect to be able to sell your shares other than through USVC’s repurchase policy, regardless of how USVC performs. USVC does not intend to list its shares on any securities exchange during the continuous offering, and it does not expect a secondary market in the shares to develop.

USVC invests in private funds which are subject to certain risks including those related to illiquidity, indirect fees, valuation, limited operating histories and limited information regarding underlying investments. As a result of the foregoing, an investment in USVC’s shares is not suitable for investors that require liquidity, other than liquidity provided through USVC’s repurchase policy. The amount of distributions that USVC may pay, if any, is uncertain.