Dave is right - USVC yet another grift in the world of retail-accessible VC. I went through the 56-page prospectus and its even worse than the tweet suggests:
1. Fee stack: 3.61% gross annual expense ratio, capped net at 2.50%. Underlying SPVs/VC funds charge another 1–2.5% mgmt 20–30% carry on top. You're paying 3 layers of fees before any return hits your account.
2. The prospectus states twice, verbatim: "The Investment Adviser has no previous experience managing a closed-end, registered investment company." The adviser was formed Dec 2023 and rebranded from "Strawberry Tree Management" to "AngelList Asset Management" last November.
3. Portfolio manager Ankur Nagpal is compensated on AUM growth, not performance. Straight from the prospectus: his Carry acquisition earnout "includes contingent payments tied to USVC's growth in assets under management." Textbook non-traded REIT incentive structure.
4. AngelList gets paid three times on the same dollar:
• 1% advisory fee to AngelList Asset Management
• Up to 5% of profits to Platform Advisor LLC (AngelList affiliate)
• Fund admin fees to Belltower Fund Group (AngelList affiliate)
5. NAV is sponsor-marked - the adviser is its own "valuation designee." Prospectus disclaimer: "Fair value prices are necessarily subjective in nature…no assurance that such a price will be at or close to the price at which the security is next quoted or next trades."
6. "5% quarterly redemptions" is marketing. Reality: Board can cancel any offer, can offer less than 5%, can repurchase at a discount to NAV, and oversubscribed offers prorate. Straight from the doc: "Shareholders should not rely on being able to tender the full amount—or any—of their Shares."
7. Naval frames it as "VC for everyone." The prospectus describes a non-traded CEF with sponsor-marked NAV, AUM-linked manager comp, three layers of affiliate fees, and gated discretionary liquidity.
Retail doesn't need access to private markets this badly.
Pretty much the worst possible structure for a legally issued security in the U.S. Market: the non-traded Closed End Fund. Congratulations, you found the grift pile sitting right next to non-traded REITs and BDCs. Enjoy the 3% sales load!