ck0002085091-20260331
Caution
Regarding Forward-Looking Statements
This
report contains certain forward-looking statements within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended. Forward-looking statements include statements regarding the goals,
beliefs, plans or current expectations of Robinhood Ventures DE, LLC (the
"Investment Adviser") and its respective representatives, taking into account
the information currently available to them. Forward-looking statements include
all statements that do not relate solely to current or historical fact. For
example, forward-looking statements include the use of words such as
“anticipate,” “estimate,” “intend,” “expect,” “believe,” “plan,” “may,”
“should,” “would” or other words that convey uncertainty of future events or
outcomes.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of Robinhood Ventures
Fund I (the “Fund”) to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. When evaluating the information included in this report, you are
cautioned not to place undue reliance on these forward-looking statements, which
reflect the judgment of the Investment Adviser and its respective
representatives only as of the date hereof. We undertake no obligation to
publicly revise or update these forward-looking statements to reflect events and
circumstances that arise after the date hereof.
Robinhood
Ventures Fund I
Shareholder
Letter (Unaudited)
March 31,
2026
Dear
Shareholders,
At
Robinhood, our mission is to democratize finance for all. With the launch of
Robinhood Ventures Fund I ("RVI" or the "Fund"), we are bringing this mission to
one of the most historically exclusive asset classes: venture
capital.
We
are proud to present the first annual report for RVI for the period ended March
31, 2026. While this report covers a brief period, it marks a consequential
milestone. In just a short period, we established a robust, publicly traded
vehicle and seeded it with a portfolio of generational private companies that we
believe represent some of the most compelling investment opportunities in the
market today.
Breaking
Down the Gates: The Fund Launch
On
March 5, 2026, RVI priced its initial public offering at $25.00 per share,
bringing the total size of the Fund to $655.3 million at the end of its first
fiscal year-end. As a registered closed-end fund listed on the NYSE, RVI
operates without accreditation requirements or investment minimums. It offers
daily liquidity, a competitive management fee, and no performance fees. We
believe this structure represents a necessary and definitive step forward in
opening the private markets to everyday investors.
Curating
the Frontier: Portfolio Construction
Prior
to the Fund's IPO, Robinhood strategically seeded the portfolio to ensure that
investors had immediate exposure to a group of best-in-class companies on day
one. These seven pre-IPO investments span fintech, artificial intelligence,
enterprise SaaS, health tech, and aerospace:
•Databricks:
A data management and artificial intelligence company
•Revolut:
A global consumer-focused financial services platform
•Mercor:
An AI-powered talent marketplace
•Airwallex:
A global payments and financial infrastructure platform for
businesses
•Boom
Supersonic:
A supersonic commercial aviation and natural gas turbine company
•Oura:
A health technology company developing wearable biometric devices
•Ramp:
A financial operations platform for businesses
Following
the IPO, we successfully deployed capital into two additional category-defining
companies before the fiscal year's end:
•Stripe:
A programmable financial services company
•ElevenLabs:
An artificial intelligence research and product company focused on audio, voice,
and realistic speech
By
March 31, 2026, RVI held direct investments in nine private companies
representing approximately 48.3% of the Fund's net assets (the remainder is
invested in money market funds awaiting deployment in future investment
opportunities). Importantly, each of these investments was made directly on the
companies' cap tables with their approval.
Subsequent
Event: Deepening Our AI Conviction
On
April 17, 2026, the Fund purchased approximately $75 million of common stock in
OpenAI,
one of the most significant artificial intelligence research and deployment
organizations in the world. This investment, one of RVI's largest to date,
reflects the Fund's conviction in the transformative potential of AI, and our
continued commitment to deploying capital into companies shaping the next era of
technology.
Looking
Ahead
The
Fund’s inaugural fiscal year was defined by foundation-building: successfully
executing our IPO, securing an initial portfolio, and implementing the rigorous
governance and valuation infrastructure required to serve our shareholders long
into the future.
We
are energized by the early trajectory of the Fund’s portfolio and our pipeline
of opportunities. We remain disciplined in our focus on identifying the next
generation of best-in-class innovators with outstanding teams.
Thank
you for your trust, your partnership, and your belief in democratizing access to
the future. We look forward to an exciting year ahead.
Sincerely,
Sarah
Pinto
President
and Chief Investment Officer
Robinhood
Ventures Fund I
Management
Discussion of Fund Performance & Market Context (Unaudited)
March 31,
2026
For
the period September 5, 2025 (commencement of operations) through March 31,
2026, the Fund’s net asset value (“NAV”) return was 0.85%, outperforming the
Nasdaq Composite Total Return Index, which returned -0.16% for the same period.
Additionally, for the period of March 6, 2026 (commencement of trading on the
NYSE) through March 31, 2026, the Fund’s share price return was 6.16%. While a
short amount of time has passed since the Fund acquired most of its investments,
and their fair values still approximate the Fund's cost, we have already seen
early momentum. Notably, Databricks completed a new financing round in December
2025 at an approximately 26.7% premium to the Fund's entry point, acting as a
positive catalyst for the Fund’s performance during the period. As of March 31,
2026, the Fund held 53.0% in money market funds awaiting deployment in future
investment opportunities.
The
Fund navigated its launch during a period of complex public market volatility
and macroeconomic uncertainty. Yet, the private markets told a different story.
The first quarter of 2026 was a record period for venture investing, reaching a
10-year high with $267.2 billion in new deal value1.
Capital deployment was highly concentrated, with the top five deals capturing
73% of total value, a cohort that notably includes two of RVI’s portfolio
companies, Databricks and OpenAI. Outside of two large exits (xAI and Wiz),
liquidity remains tight for most of the market. The rise of artificial
intelligence was the central theme of the quarter for all stages of
investing.
RVI’s
investment strategy allows it to capitalize on the shift to AI. We are
partnering with the innovators compounding real value: those developing frontier
models (OpenAI, ElevenLabs), those providing the vital infrastructure for AI
adoption (Databricks, Mercor, Stripe, Boom Supersonic), and those actively
leveraging AI to revolutionize their own products and operations (Ramp, Revolut,
Airwallex, Oura).
1
PitchBook - NVCA Venture Monitor, Q1 2026.
Robinhood
Ventures Fund I
Performance
and Graphical Illustrations (Unaudited)
March 31,
2026
The
Fund’s performance figures* for the period ended March 31, 2026 compared to
its benchmark:
|
|
|
|
|
| |
|
Fund/Index |
Since
Inception |
|
Robinhood
Ventures Fund I - NAV |
0.85%(a) |
| Robinhood
Ventures Fund I - Share Price |
6.16%(b) |
|
Fund
Benchmark |
|
|
Nasdaq
Composite Total Return Index (c) |
-0.16%(a) |
*The
Fund’s past performance does not guarantee future results. The investment return
and principal value of an investment in the Fund will fluctuate so that an
investor’s shares, when sold, may be worth more or less than their original
cost. Current performance of the Fund may be lower or higher than the
performance quoted. Returns are calculated using the net asset value or “NAV” on
March 31, 2026.
(a)The
Fund commenced operations on September 5, 2025. The performance since
inception is less than one year and is not annualized.
(b)The
Fund’s shares of stock commenced trading on New York Stock Exchange on
March 6, 2026 at $25.00 per share. Total return on share price was based on
the period from March 6, 2026 to March 31, 2026 (“Post-IPO Period”). During
the Post-IPO Period, total return on per share NAV was -3.80%. There were no
dividends paid during the Post-IPO Period, and therefore there were no dividends
assumed to be reinvested. Returns for periods less than a year are not
annualized.
(c)The
Nasdaq Composite Total Return Index (the “Index”) is a broad-based market
cap-weighted index of the common stocks and similar securities listed on
the Nasdaq stock market and reflects dividends reinvested. The set of eligible
securities includes Nasdaq-listed common stocks, ordinary shares, and common
equivalents such as ADRs. However, convertible debentures, warrants,
Nasdaq-listed closed-end funds, exchange traded funds (ETFs),
preferred stocks, and other derivative securities are excluded.
The
graph shown above represents historical performance of a hypothetical investment
of $10,000 in the Fund since inception. The NAV return and the Index return
shown in the graph and table above reflect reinvested dividends, but do not
reflect the deduction of taxes that a shareholder would pay on Fund
distributions or the sale of Fund shares.
Robinhood
Ventures Fund I
Schedule
of Investments
March 31,
2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Security
(a) |
| Shares |
| Acquisition
Date |
| Cost |
| Fair
Value |
|
Common
Stock in Private Companies 11.5% |
|
|
|
|
|
|
| |
|
Financials
11.5% |
|
|
|
|
|
|
| |
| Ramp
Business Corporation (Class A Common Stock) (b)(c)(d)(e) |
| 115,402
|
| 11/25/2025 |
| $ |
10,386,180 |
|
| $ |
10,386,180 |
|
| Revolut
Group Holdings Ltd (United Kingdom) (Ordinary Shares)
(b)(c)(d)(e) |
| 35,635
|
| 1/29/2026 |
| 50,248,750 |
|
| 50,248,750 |
|
| Stripe
Global Holdings Inc. (Class B Common Stock) (b)(c)(d)(e) |
| 230,747
|
| 2/13/2026 |
| 14,577,645 |
|
| 14,577,645 |
|
| Total
Common Stock in Private Companies |
|
|
|
|
| 75,212,575 |
|
| 75,212,575 |
|
|
|
|
|
|
|
|
|
| |
|
Preferred
Stock in Private Companies 36.8% |
|
|
|
|
|
|
| |
|
Consumer
Discretionary 3.8% |
|
|
|
|
|
|
| |
| Oura
Inc. (f.k.a. Oura Health Oy) (Series E Preferred Stock)
(b)(c)(d)(e)(h) |
| 466,679
|
| 12/19/2025 |
| 24,999,994 |
|
| 24,999,994 |
|
|
|
|
|
|
|
|
|
| |
|
Financials
6.1% |
|
|
|
|
|
|
| |
|
Airwallex
(Cayman) Limited (Series G Preferred Stock)
(b)(c)(d)(e)(f) |
| 1,173,709 |
| 11/21/2025 |
| 25,000,002 |
|
| 25,000,002 |
|
| Ramp
Business Corporation (Series E-3 Preferred Stock) (b)(c)(d)(e) |
| 162,375 |
| 11/21/2025 |
| 14,613,750 |
|
| 14,613,750 |
|
|
|
|
|
|
|
| 39,613,752 |
|
| 39,613,752 |
|
|
Industrials
3.8% |
|
|
|
|
|
|
| |
| Boom
Technology, Inc. (Series B-1 Preferred Stock) (b)(c)(d)(e) |
| 20,901,262
|
| 12/2/2025 |
| 24,999,999 |
|
| 24,999,999 |
|
|
|
|
|
|
|
|
|
| |
|
Information
Technology 23.1% |
|
|
|
|
|
|
| |
| Databricks,
Inc. (Series K Preferred Stock) (b)(c)(d)(e) |
| 166,666
|
| 10/31/2025 |
| 24,999,900 |
|
| 31,666,540 |
|
| Databricks,
Inc. (Series L Preferred Stock) (b)(c)(d)(e) |
| 263,157
|
| 12/16/2025 |
| 49,999,830 |
|
| 49,999,830 |
|
| Eleven
Labs Inc. (Series D-1 Preferred Stock) (b)(c)(d)(e) |
| 369,156
|
| 3/12/2026 |
| 19,999,971 |
|
| 19,999,971 |
|
| Mercor.io
Corporation (Series C Preferred Stock) (b)(c)(d)(e) |
| 70,050
|
| 10/10/2025 |
| 49,999,308 |
|
| 49,999,308 |
|
|
|
|
|
|
|
| 144,999,009 |
|
| 151,665,649 |
|
| Total
Preferred Stock in Private Companies |
|
|
|
|
| 234,612,754 |
|
| 241,279,394 |
|
|
|
|
|
|
|
|
|
| |
|
Money
Market Funds 53.0% |
|
|
|
|
|
|
| |
|
First
American Government Obligations Fund Class X, 3.58% (g) |
| 347,052,771
|
|
|
| 347,052,771 |
|
| 347,052,771 |
|
|
Total
Investments 101.3% |
|
|
|
|
| $ |
656,878,100 |
|
| $ |
663,544,740 |
|
|
Liabilities
less other Assets (1.3)% |
|
|
|
|
|
|
| (8,228,795) |
|
|
Net
Assets 100.0% |
|
|
|
|
|
|
| $ |
655,315,945 |
|
__________________
(a)Percentages
are stated as a percent of net assets.
(b)Investment
is a non-controlled, non-affiliated investment as defined by the Investment
Company Act of 1940, as amended (the "1940 Act"). The 1940 Act classifies
investments based on the level of control that the Fund maintains in a
particular portfolio company. As defined in the 1940 Act, a company is generally
presumed to be "non-controlled" when the Fund owns 25% or less of the portfolio
company's voting securities and "controlled" when the Fund owns more than 25% of
the portfolio company's voting securities and/or has the power to exercise
control over the management or policies of such portfolio company. The 1940 Act
also classifies investments further based on the level of ownership that the
Fund maintains in a particular portfolio company. As defined in the 1940 Act, a
company is generally deemed as "non-affiliated" when the Fund owns less than 5%
of a portfolio company's voting securities and "affiliated" when the Fund owns
5% or
more
of a portfolio company's voting securities (and is not otherwise "controlled").
Except as otherwise indicated, the portfolio company operates in the United
States.
(c)Non-income
producing security.
(d)Fair
Value level 3 securities were determined using significant unobservable inputs
in accordance with procedures established by and under the supervision of the
Adviser, acting as Valuation Designee.
(e)Restricted
investments as to resale. Restricted securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have contractual restrictions on resale and are valued according to the Fund's
written valuation procedures and as determined in good faith by the Adviser
under the oversight of the Board. The Fund may receive more or less than this
valuation in an actual sale and that difference could be material. As of
March 31, 2026, there is no expected date for such restrictions to be
removed for the Fund's restricted securities. The aggregate value of all
restricted securities is $316,491,969, which totals 48.3% of net
assets.
(f)This
portfolio company is incorporated in the Cayman Islands and has operations in
Singapore and the United States.
(g)Represents
7-day effective yield as of March 31, 2026.
(h)On
March 31, 2026, Oura Health Oy redomiciled to Delaware as Oura Inc.
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Statement
of Assets and Liabilities
March 31,
2026
|
|
|
|
|
| |
| Assets: |
|
|
Investments
at fair value (cost $656,878,100) |
$ |
663,544,740 |
|
| Dividend
receivable |
825,151 |
|
| Prepaid
expenses |
167,726 |
|
| Deferred
offering costs (see Note 7) |
103,857 |
|
| Total
assets |
664,641,474 |
|
| Liabilities: |
|
| Due
to affiliate |
2,733,234 |
|
| Management
fees payable |
413,200 |
|
| Accrued
professional fees |
444,895 |
|
| Accrued
legal fees |
282,889 |
|
| Accrued
offering fees |
4,090,677 |
|
| Accrued
organization expenses |
1,179,320 |
|
| Accrued
other expenses |
181,314 |
|
| Total
liabilities |
9,325,529 |
|
| Net
Assets |
$ |
655,315,945 |
|
| Net
Assets consist of: |
|
| Paid-in
capital |
658,943,958 |
|
| Total
distributable losses |
(3,628,013) |
|
| Net
Assets |
$ |
655,315,945 |
|
| Net
Asset value per share |
|
|
Shares
outstanding (a) |
27,247,215 |
| Net
asset value per share |
$ |
24.05 |
|
__________________
(a)Unlimited
shares authorized without par value.
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Statement
of Operations
For
the period September 5, 2025 (Commencement of Operations) through March 31,
2026
|
|
|
|
|
| |
| Investment
Income: |
|
| Dividend
income |
$ |
2,014,595 |
|
| Total
investment income |
2,014,595 |
|
| Expenses: |
|
| Organization
expenses |
3,845,566 |
|
| Management
fees (Note 5) |
826,400 |
|
| Legal
fees |
747,601 |
|
| Professional
fees |
655,870 |
|
| Administrative
expenses |
123,705 |
|
| Fund
administrative and custody fees |
100,302 |
|
| Board
of Trustees fees and expenses |
86,699 |
|
| Other
expenses |
217,401 |
|
| Income
and franchise tax expense (Note 10) |
1,438,355 |
|
| Total
expenses before fee waivers |
8,041,899 |
|
| Management
fees waiver (Note 5) |
(413,200) |
|
| Total
expenses after fee waivers |
7,628,699 |
|
| Net
investment loss |
(5,614,104) |
|
|
| |
| Net
realized gain and change in unrealized appreciation: |
|
| Net
realized gain on investments |
— |
|
| Net
change in unrealized appreciation on investments |
6,666,640 |
|
| Net
realized and unrealized gain on investments |
6,666,640 |
|
| Net
increase in net assets from operations |
$ |
1,052,536 |
|
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Statement
of Changes in Net Assets
For
the period September 5, 2025 (Commencement of Operations) through March 31,
2026
|
|
|
|
|
| |
| Operations: |
|
| Net
investment loss |
$ |
(5,614,104) |
|
| Net
realized gain on investments |
— |
|
| Net
change in unrealized appreciation on investments |
6,666,640 |
|
| Net
increase in net assets from operations |
1,052,536 |
|
|
| |
| Distributions
to Shareholders: |
|
| Distributable
earnings |
(6,834,072) |
|
| Tax
return of capital |
(1,351,598) |
|
|
Total
distributions to Shareholders (a) |
(8,185,670) |
|
|
| |
| Capital
Share Transactions: |
|
| Proceeds
from issuance of shares, net of underwriting commissions |
664,347,413 |
|
|
| |
|
Deferred
offering costs (b) |
(4,876,673) |
|
|
Contribution
by the Affiliate (c) |
2,978,339 |
|
| Deferred
offering costs charged to paid-in-capital, net of contributions |
(1,898,334) |
|
| Proceeds
from issuance of shares, net of underwriting commissions and offering
costs |
662,449,079 |
|
| Increase
in Net Assets |
$ |
655,315,945 |
|
|
| |
| Net
Assets: |
|
| Beginning
of period |
— |
|
| End
of period |
655,315,945 |
|
|
| |
| Capital
Share Activity |
|
| Issuance
of shares (Note 6) |
27,247,215 |
|
| Shares
Outstanding, End of Period |
27,247,215 |
|
(a)Distribution
was made to the Affiliate as the sole shareholder prior to the initial public
offering.
(b)Goldman
Sachs & Co. LLC, the Underwriter, reimbursed the Fund for certain expenses
in connection with the offering of $875,000. The deferred offering costs is net
of the reimbursement.
(c)Robinhood
Markets, Inc. (the “Affiliate”) has agreed to reimburse the Fund for certain of
its expenses in connection with the offering. See Note 5.
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Statement
of Cash Flows
For
the period September 5, 2025 (Commencement of Operations) through March 31,
2026
|
|
|
|
|
| |
| Cash
flows from operating activities |
|
| Net
increase in net assets from operations |
$ |
1,052,536 |
|
| Adjustments
to reconcile net increase in net assets from operations to net cash
provided by (used in) operating activities: |
|
| Purchases
of investments |
(309,825,329) |
|
| Net
purchases of money market funds |
(347,052,771) |
|
| Net
change in unrealized appreciation on investments |
(6,666,640) |
|
| Changes
in assets and liabilities: |
|
| Increase
in dividend receivable |
(825,151) |
|
| Increase
in prepaid expenses |
(167,726) |
|
| Increase
in management fees payable |
413,200 |
|
| Increase
in due to affiliate |
2,733,234 |
|
| Increase
in accrued professional fees |
444,895 |
|
| Increase
in accrued legal fees |
282,889 |
|
| Increase
in accrued offering fees |
4,090,677 |
|
| Increase
in accrued organization expenses |
1,179,320 |
|
| Increase
in accrued other expenses |
181,314 |
|
| Net
cash used in operating activities |
(654,159,552) |
|
| Cash
flows from financing activities |
|
| Increase
in deferred offering costs |
(103,857) |
|
| Proceeds
from issuance of shares, net of underwriting commissions and offering
costs |
662,449,079 |
|
|
Cash
distributions paid to shareholder (a) |
(8,185,670) |
|
| Net
cash provided by financing activities |
654,159,552 |
|
| Net
increase in cash |
— |
|
| Cash,
beginning of period |
— |
|
| Cash,
end of period |
$ |
— |
|
|
| |
| Supplemental
disclosure of cash flow information |
|
| Deferred
offering costs charged to paid-in-capital |
$ |
1,898,334 |
|
(a)Distribution
was made to the Affiliate as the sole shareholder prior to the initial public
offering.
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Financial
Highlights
For
the period September 5, 2025 (Commencement of Operations) through March 31,
2026
The
following table includes selected data for a common share outstanding throughout
the fiscal period and other performance information derived from the financial
statements.
|
|
|
|
|
| |
|
|
Period
Ended March 31, 2026 (a) |
| Net
Asset Value, Beginning of Period |
$24.42 |
| Income
(Loss) From Investment Operations Applicable to Shareholders: |
|
|
Net
investment loss (b) |
(0.52) |
| Net
realized and unrealized gain on investments |
0.73 |
| Total
From Investment Operations Applicable to Shareholders |
0.21 |
| Less
Distributions to Shareholders From: |
|
| Net
investment income |
(0.49) |
| Tax
return of capital |
(0.09) |
| Total
Distributions to Shareholders |
(0.58) |
|
Net
Asset Value, End of Period
|
$24.05 |
| Share
Price, End of Period |
$26.54 |
|
Total
return, Net Asset value (c)(d) |
0.85 |
% |
|
Total
return, Share price (e) |
6.16 |
% |
|
Supplemental
Data/Ratios (f) |
|
| Net
Assets applicable to shareholders, end of period (in thousands) |
$655,316 |
|
Ratio
of expenses to average Net Assets (g) |
2.72 |
% |
|
Ratio
of net investment loss to average Net Assets (h) |
(2.01) |
% |
|
Portfolio
turnover rate (i)
|
0%
|
__________________
(a)On
March 5, 2026, the Fund implemented a 1.0239-for-1 stock split. Per share
amounts have been adjusted on a retroactive basis to reflect the stock split.
See Note 6.
(b)Calculated
based on the average number of shares outstanding during the
period.
(c)Total
return based on per share NAV reflects the effects of changes in NAV on the
performance of the Fund during the period. Total return based on per share NAV
reflects reinvested dividends, but does not reflect the deduction of taxes that
a shareholder would pay on Fund distributions or the sale of Fund shares.
Returns for periods less than a year are not annualized.
(d)Had
the Affiliate not reimbursed the Fund for $2,978,339 in connection with the
offering, the total return, net asset value would have been 0.39% since
inception and -4.23% from March 6, 2026 to March 31, 2026 (“Post-IPO
Period”).
(e)The
Fund’s shares of stock commenced trading on New York Stock Exchange on
March 6, 2026 at $25.00 per share. Total return on share price was based on
the Post-IPO Period. During the Post-IPO Period, total return on per share NAV
was -3.80%. There were no dividends paid during the Post-IPO Period, and
therefore there were no dividends assumed to be reinvested. Returns for periods
less than a year are not annualized.
(f)Ratios
are calculated using average net assets applicable to shareholders for the
period from September 5, 2025 (Commencement of Operations) through March 31,
2026. Ratios are not annualized.
(g)Ratio
of expenses to average net assets without management fee waiver would have been
2.87%.
(h)Ratio
of net investment loss to average net assets without management fee waiver would
have been -2.15%.
(i)The
portfolio turnover rate is calculated using the lesser of year-to-date sales or
year-to-date purchases, excluding short-term investments in money market funds,
over the average of the invested assets at fair value for the
period.
See
accompanying Notes to Financial Statements
Robinhood
Ventures Fund I
Notes
to the Financial Statements
March 31,
2026
1. Organization
Robinhood
Ventures Fund I (the “Fund”) was organized as a Delaware statutory trust on
August 22, 2025, and is registered under the Investment Company Act of 1940, as
amended (the “1940 Act”), as a closed-end investment company. The Fund is
non-diversified for the purposes of the 1940 Act. The Fund is governed by its
Board of Trustees (the “Board”).
The
Fund’s common shares of beneficial interest (the “Shares”) are listed on the New
York Stock Exchange (“NYSE”) under the symbol “RVI”. The Fund is authorized to
issue an unlimited number of common shares of beneficial interest, without par
value. There were 27,247,215 Shares of the Fund outstanding as of March 31,
2026.
In
pursuing its investment objective, the Fund will primarily invest, under normal
circumstances, in a concentrated portfolio generally consisting of ten or more
private companies that, in the view of Robinhood Ventures DE, LLC (the
“Adviser”), are “best-in-class” growing companies at the frontiers of their
respective sectors and industries (“Frontier Companies”). The Adviser considers
a “best-in-class” company to be a company within the Fund’s investable universe
that the Adviser believes has one or more competitive advantages relative to
other companies in its sector, and the Adviser may consider more than one
company within a single competitive sector to be “best-in-class.” The Fund
generally will seek to limit its investments in each such Frontier Company to no
more than 20% of its assets, measured at the time of purchase. While the Fund
targets an initial investment of no more than 20% of its assets in each Frontier
Company in which it invests, the value of the Fund’s investments will fluctuate
so that any one investment may represent more or less than 20% of the Fund’s
assets at any given point in time. The Fund intends to make direct and indirect
investments in Frontier Companies.
The
Fund’s fiscal and tax reporting year end is March 31.
2. Summary
of Significant Accounting Policies
The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. The financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”). The Fund is an
investment company and applies specific accounting and financial reporting
requirements under Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 946, Financial
Services-Investment Companies.
(a)Investment
Valuation
The
vast majority of the Fund’s portfolio investments are expected to be in the form
of equity securities that are not publicly traded, and that will accordingly be
recorded at fair value as determined in good faith pursuant to the Fund’s
valuation policies under the oversight of the Board. Because the Fund’s assets
will largely be fair valued, there will be uncertainty as to the value of its
portfolio investments. The fair value of securities and other investments that
are not publicly traded may not be readily determinable.
With
respect to portfolio securities and assets of the Fund for which market
quotations are not readily available or are deemed not reliable, which are
expected to represent a substantial portion of the Fund’s investments, the Fund
will value such securities at fair value according to written valuation
procedures that have been approved by the Fund’s Board and as determined in good
faith by the Adviser, which has been appointed the Fund’s Valuation Designee,
under the oversight of the Board. The methods for valuing these securities may
include: primary “hard events” (e.g., issuer-led financing rounds with
third-party participants; issuer-run tenders; signed merger & acquisition
agreements relating to the issuer; initial public offerings/direct listing of
the issuer’s shares; or liquidation), issuer communications and formal actions
(e.g., board-approved recapitalizations, stock splits, or issuer-published
tender prices), market indicators (e.g., large and credible secondary prints of
sufficient size/recency), model-based approaches (e.g., relevant private
comparable and public company trading transactions, 409A studies and small,
brokered secondary transactions), or any combination of these and other
factors.
Investments
in money market funds are valued at their NAV as of the close of each business
day.
(b)Investment
and Investment Income
Investment
transactions are accounted for as of the trade date for financial reporting
purposes. Realized gains and losses on investment transactions are based upon
the specific identification method. Interest income is recorded on an accrual
basis. Dividend income from portfolio investments is recorded on the ex-dividend
date. Dividend income from investments in money market funds is recorded on an
accrual basis as earned.
(c)Use
of Estimates
The
preparation of the financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from those
estimates used in preparing the accompanying financial statements.
(d)Cash
Cash
includes deposits with banks which may exceed insured limits. The Fund is
subject to risk to the extent that the institutions may be unable to fulfill
their obligations. As of March 31, 2026, there was no cash held; instead,
the Fund held short term investments in the form of money market fund
investments.
(e)Currency
Translation
The
books and records of the Fund is maintained in U.S. dollars. Assets, including
investments, and liabilities denominated in foreign currencies are translated
into U.S. dollars at the end of each day. Purchases and sales of investments,
income and expenses, if any, are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions.
(f)Indemnifications
The
Fund indemnifies its officers and trustees for certain liabilities that may
arise from the performance of their duties to the Fund. Additionally, in the
normal course of business, the Fund enters into contracts that contain a variety
of representations which provide general indemnifications. The Fund’s maximum
exposure under these arrangements cannot be known, as this would involve future
claims that may be made against the Fund that have not yet occurred. However,
based on industry experience, the Fund expects the risk of loss due to these
warranties and indemnifications to be remote.
(g)Federal
Income Taxes
The
Fund had been taxed as a “C” corporation (“C-Corp”) under Subchapter C of the
Code since its incorporation, and was so treated through the date of the initial
public offering (“C-Corp Period”) of the Shares (“IPO Event”). Accordingly, both
current and deferred income tax expense presented relate solely to the Fund’s
C-Corp Period. Current income tax expense represents an estimate of income taxes
payable for the current fiscal year based on income before income taxes during
the C-Corp Period. Deferred income taxes reflect the impact of temporary
differences and carryforwards arising during the C-Corp Period, measured using
enacted tax rates expected to apply when such amounts are settled or realized.
Based on the available objective evidence during the period ended March 9, 2026,
the Fund believes it is more likely than not that the tax benefits of its
deferred tax assets may not be realized, and accordingly, the deferred tax
assets have been offset by a valuation allowance.
The
Fund was wholly owned by Robinhood Markets Inc. (the “Affiliate”) up to the IPO
Event and, as a result, was consolidated with the Affiliate for income tax
purposes. As a result of the Fund being consolidated with the Affiliate during
the period ended March 9, 2026, the Fund has not filed standalone income tax
returns for such tax years and the Affiliate will bear any tax liabilities of
the Fund. Accordingly, the Fund entered into a tax sharing agreement with the
Affiliate as of August 22, 2025, and pursuant to such agreement, to the extent
the Fund had any income tax liability on a standalone basis and such tax
liability is paid by the Affiliate due to the Fund being part of Affiliate’s
consolidated income tax return group, the Fund will pay or reimburse the
Affiliate the amounts related to
any
income taxes that otherwise would be owed by the Fund. The Fund will not pay or
reimburse the Affiliate for any income tax liability attributable to the
Affiliate or its affiliates. The Fund's income tax liability has been computed
and presented herein under the “separate return method” as if the Fund was a
separate taxpayer rather than a member of the Affiliate’s consolidated income
tax return group.
The
Fund qualifies or intends to qualify as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended, for the
Fund’s first post-IPO tax year. If so qualified, the Fund will not be subject to
federal income tax to the extent the Fund distributes substantially all its
taxable net investment income and net capital gains to its shareholders. The
Fund has incurred corporate-level federal income taxes on any gains built into
the Fund’s assets as of the effective date of the Fund’s RIC election. To obtain
and maintain the federal income tax benefits of RIC status, the Fund must meet
specified source-of-income and asset diversification requirements and distribute
annually an amount equal to at least 90% of the sum of the Fund’s net ordinary
income and realized net short-term capital gains in excess of realized net
long-term capital losses, if any, out of assets legally available for
distribution.
(h)Distribution
of Income and Capital Gains
The
Fund expects to declare and distribute substantially all of its net investment
income and net realized capital gains, if any, at least annually. The Fund may
distribute income and capital gains more frequently, if necessary, to reduce or
eliminate federal excise or income taxes on the Fund. The Fund intends to focus
on making capital gains-based investments from which the Fund will derive
primarily capital gains.
Distributions
to shareholders are recorded on the ex-dividend date and are determined in
accordance with federal income tax regulations, which may differ from U.S. GAAP.
The amount of any distribution will vary, and there is no guarantee the Fund
will pay either an income or capital gains distribution.
(i)Segment
Reporting
The
Fund operates as a single operating segment, which is an investment portfolio.
Business activities are managed on a consolidated basis and revenues are derived
primarily through Fund’s investments in accordance with its investment
objective. As of March 31, 2026, the Principal Executive Officer of the
Fund served as the Chief Operating Decision Maker (“CODM”) and was responsible
for evaluating the Fund’s operating results and allocating resources in
accordance with the Fund’s investment strategy. Internal reporting provided to
the CODM aligns with the accounting policies and measurement principles used in
the financial statements.
For
information regarding segment assets, segment profit or loss, and significant
expenses, refer to the Statement of Assets and Liabilities and the Statement of
Operations, along with the related Notes to Financial Statements.
(j)Administrator,
Custodian, Transfer Agent, Dividend Paying Agent, and Registrar
The
custodian to the Fund is U.S. Bank, N.A. and the administrator to the Fund is
U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund
Services).
Equiniti
Trust Company, LLC (“EQ”) serves as the Fund’s transfer agent, dividend paying
agent and registrar.
3. Fair
Value Measurements
All
Fund investments will be recorded and reported at fair value in accordance with
the principles of U.S. GAAP, ASC 820 (Fair Value Measurement).
The
Fund values its portfolio securities based on the market value of each
respective security when reliable market quotations are “readily available” for
those securities. Given the Fund’s investment strategy of investing primarily in
the form of equity securities that are not publicly traded, the fair value of
many of the Fund’s investments may not be readily determinable. The Fund will
value such securities at fair value according to written valuation procedures
that have been approved by the Fund’s Board and as determined in good faith by
the Adviser,
which
has been appointed "Valuation Designee" by the Fund's Board, under the oversight
of the Board. The Fund will use those fair values in calculating its net asset
value ("NAV").
ASC
820 was created to establish a framework for measuring fair value through the
use of certain methods and inputs and shall be used by the Adviser in
combination with the directives of Rule 2a-5 of the 1940 Act. ASC 820 defines
fair value as the price of an asset that one would observe in an orderly
purchase and sale transaction between market participants at a specific point in
time. Data inputs used to perform a valuation are categorized as follows:
Level
1 – unadjusted quoted prices in active markets for identical assets or
liabilities that the Fund has the ability to access.
Level
2 – quoted prices for similar assets and liabilities in an active market, quoted
prices in markets that are not active or for which all significant inputs are
observable, either directly or indirectly.
Level
3 – unobservable inputs that are significant to the fair value of the assets or
liabilities.
The
availability of observable inputs can vary and is affected by a wide variety of
factors, including, for example, the type of security, whether the security is
new and not yet established in the marketplace, the liquidity of markets, and
other characteristics of the security. To the extent that valuation is based on
models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Accordingly, the degree of
judgment exercised in determining fair value is greatest for instruments
categorized in Level 3.
The
inputs used to measure fair value may fall into different levels of the fair
value hierarchy. In such cases, for disclosure purposes, the level in the fair
value hierarchy within which the fair value measurement falls in its entirety,
is determined based on the lowest level input that is significant to the fair
value measurement in its entirety.
The
inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing those securities.
The
Fund’s investments will be fair valued on a quarterly basis and the Fund will
calculate its NAV as of the close of each business quarter. Fluctuations in an
investment’s fair value may be caused by volatility in economic conditions,
among other factors. Such fluctuations in the fair value are classified as
unrealized gains or losses in the Fund’s Statement of Operations. Upon the
disposition of an investment, the corresponding gain or loss is classified as
realized and will also be noted in the Statement of Operations.
The
following table summarizes the levels within the fair value hierarchy for the
Fund’s assets measured at fair value as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Asset
Valuation Inputs |
|
|
|
|
|
| |
| Investments: |
Level
1 |
| Level
2 |
| Level
3 |
| Total |
| Common
Stock in Private Companies |
$ |
— |
|
| $ |
— |
|
| $ |
75,212,575 |
|
| $ |
75,212,575 |
|
| Preferred
Stock in Private Companies |
— |
|
| — |
|
| 241,279,394 |
|
| 241,279,394 |
|
| Money
Market Funds |
347,052,771 |
|
| — |
|
| — |
|
| 347,052,771 |
|
| Total
Investments |
$ |
347,052,771 |
|
| $ |
— |
|
| $ |
316,491,969 |
|
| $ |
663,544,740 |
|
The
changes in fair value of investments and liabilities for which the Fund has used
Level 3 inputs to determine the fair value are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Level
3 Rollforward Table |
|
|
|
| |
|
| Common
Stock in Private Companies |
| Preferred
Stock in Private Companies |
| Total |
| Balance
as of September 5, 2025 (Commencement of Operations) |
$ |
— |
|
| $ |
— |
|
| $ |
— |
|
| Change
in unrealized appreciation on investments |
— |
|
| 6,666,640 |
|
| 6,666,640 |
|
| Net
realized gain on investments |
— |
|
| — |
|
| — |
|
| Purchase
of investments |
75,212,575 |
|
| 234,612,754 |
|
| 309,825,329 |
|
| Sale
of investments |
— |
|
| — |
|
| — |
|
| Transfer
into level 3 |
— |
|
| — |
|
| — |
|
| Transfer
out of level 3 |
— |
|
| — |
|
| — |
|
| Balance
as of March 31, 2026 |
$ |
75,212,575 |
|
| $ |
241,279,394 |
|
| $ |
316,491,969 |
|
| Change
in unrealized appreciation during the period for level 3 investments held
at March 31, 2026 |
$ |
— |
|
| $ |
6,666,640 |
|
| $ |
6,666,640 |
|
The
following is a summary of quantitative information about significant
unobservable valuation inputs for Level 3 Fair Value Measurements for
investments held as of March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Investment
in Securities |
| Fair
Value as of
March 31, 2026 |
| Valuation
Approach |
| Unobservable
Inputs |
| Impact
to Valuation from an Increase to Input |
| Range |
| Weighted
Average |
| Common
Stock in Private Companies |
| $75,212,575 |
| Market
Approach |
| Precedent
Transaction |
| Increase |
| N/A |
| N/A |
| Preferred
Stock in Private Companies |
| $241,279,394 |
| Market
Approach |
| Precedent
Transaction |
| Increase |
| N/A |
| N/A |
4. Recent
Accounting Pronouncements
In
December 2023, the FASB issued Accounting Standards Update 2023-09, “Income
taxes (Topic 740): Improvements to Income Taxes Disclosures.” This guidance
requires annual disclosure of specific categories in the rate reconciliation and
provides additional information for reconciling items that meet a quantitative
threshold. A breakdown of income taxes paid by jurisdiction is provided when
significant income taxes are paid. The Fund adopted this update as of March 31,
2026. The adoption of this guidance did not have a material impact on the Fund’s
financial statements and related disclosures.
5. Related
Party Transactions
(a)Investment
Advisory Agreement and Management Fee Waiver Agreement
Under
the terms of the Advisory Agreement between the Fund and the Adviser (the
“Investment Advisory Agreement”), the Adviser provides investment advice and
manages the day-to-day business and affairs of the Fund, in each case under the
ultimate supervision of the Board. Pursuant to the Investment Advisory
Agreement, the Fund pays the Adviser a management fee (the “Management Fee”)
calculated and payable quarterly at an annual rate of 2.00% of the Fund’s Net
Assets determined quarterly as of the end of each quarter. For purposes of
determining the Management Fee payable to the Adviser, the Fund’s Net Assets are
calculated prior to any reduction for the accrual of the Management Fee for that
quarter. In addition, the Adviser has contractually agreed to reduce its
Management Fee to an annual rate of 1.00% for six months following the initial
public offering (“IPO”) (the Management Fee
Waiver
Agreement”). Unless the Management Fee Waiver Agreement is otherwise extended by
agreement between the Fund and the Adviser, the Management Fee payable by the
Fund following the first six months after the IPO will be at the annual rate of
2.00%. Fees waived pursuant to the Management Fee Waiver Agreement are not
subject to recoupment by the Adviser. The Fund’s shares began trading on the
NYSE on March 6, 2026 and, therefore, the Advisor began receiving the Management
Fee. For the period ended March 31, 2026, the Fund incurred $826,400 of
management fees, of which $413,200 was waived pursuant to the Management Fee
Waiver Agreement, resulting in $413,200 of net management fees.
(b)Affiliated
Transactions
The
Affiliate has made payments on behalf of the Fund for certain professional
expenses, and the Fund intends to reimburse the Affiliate for those expenses. As
of March 31, 2026, the amount due to the Affiliate was $2,733,234. As of
March 31, 2026, the Affiliate owned 52.18% of the Fund’s
Shares.
Pursuant
to the Investment Advisory Agreement, unless otherwise agreed in writing between
the Fund and the Adviser from time to time, to the extent that the Adviser or
Affiliate (i) pays or otherwise bears the costs of any Fund expenses or (ii)
advances amounts to the Fund on a temporary basis, the Fund shall reimburse the
Adviser or Affiliate for the same.
The
Affiliate waived its right to seek reimbursement of $2,978,339 from the Fund for
certain offering costs incurred in connection with the Fund's IPO of its
Shares.
(c)Remuneration
The
Fund’s Board of Trustees (“Board”) has overall responsibility for the management
and supervision of the business operations of the Fund. The Board is comprised
of five Trustees, three of whom are considered Independent Trustees. The
Statement of Additional Information provides additional information about the
Trustees.
For
the period ended March 31, 2026, the Independent Trustees were entitled to
receive from the Fund an annual retainer fee of $120,000, paid in quarterly
increments of $30,000, plus reimbursement for expenses incurred in connection
with services as a Trustee. The Lead Independent Trustee receives additional
compensation of $2,500 per annum. The Chair of the Audit Committee receives
additional compensation of $7,500 per annum, and the Chair of the Nominating and
Governance Committee receives additional compensation of $2,500. The Fund does
not pay compensation to Trustees who are officers or employees of the Adviser or
any affiliate thereof.
The
compensation of certain officers of the Fund and related personnel of the
Adviser and its affiliates who provide services to the Fund, are allocated to
the Fund. The total compensation allocated to the Fund was $123,705 for the
period ended March 31, 2026 and included in Administrative expenses on the
Statement of Operations. The Adviser has and may in the future enter into
arrangements with certain persons to provide services to the Adviser that
benefit the Fund. The Adviser will allocate fees and expenses with respect to
such services on a fair and equitable basis.
6. Capital
Transactions
The
Fund has authorized an unlimited number of shares without par value. As of
March 31, 2026, 27,247,215 shares were outstanding.
|
|
|
|
|
|
|
|
|
|
|
| |
|
| For
the period September 5, 2025 (Commencement of Operations) to March 31,
2026 |
|
| Proceeds
from issuance of shares, net of underwriting commissions |
| Issuance
of shares |
| Outstanding,
beginning of period |
$ |
— |
|
| — |
|
| Issued
prior to initial public offering* |
350,000,014 |
|
| 14,217,271 |
|
| Issued
in connection with initial public offering |
304,351,543 |
|
| 12,615,608 |
|
| Issued
from underwriters' over-allotment option exercised |
9,995,856 |
|
| 414,336 |
|
| Outstanding,
end of period |
$ |
664,347,413 |
|
| 27,247,215 |
|
* The
Fund effected a 1.0239-for-1 stock split issuing 331,600 shares which was
implemented on March 5, 2026 such that the NAV per share of the Fund plus the
sales load per share of the Fund to be sold in the IPO would equal $25.00 per
share.
7. Organization
and Offering Costs
Organizational
costs are expensed as incurred to establish the Fund and enable it legally to do
business. Offering costs include registration fees, legal fees, and other
expenses incurred in connection with the offering and sale of the Fund's Shares.
Offering costs are accounted for as deferred costs and were charged to
paid-in-capital upon the sale of the Shares. For the period ended March 31,
2026, the total amount of organization costs incurred by the Fund were
$3,845,566, which are included in the Statement of Operations. For the period
ended March 31, 2026, the total offering costs incurred by the Fund were
$5,855,530, of which $1,898,334 was charged to paid-in capital after
reimbursements and an Affiliate contribution, as noted on the Statement of
Changes in Net Assets, and $103,857 related to a continuously offered shelf
registration statement that is recorded as Deferred offering costs on the
Statement of Assets and Liabilities. Any organizational costs or offering costs
incurred prior to the initial public offering have been paid by the Affiliate
and will be reimbursed by the Fund. The Affiliate waived its right to seek
reimbursement of $2,978,339 from the Fund for certain offering costs incurred in
connection with the Fund's IPO of its Shares.
8. Investment
Transactions
The
cost of purchases and proceeds from the sale of securities, other than
short-term securities, for the period ended March 31, 2026, were
$309,825,329 and zero, respectively.
9. Principal
Risks
Equity
Securities Risks
The
prices of equity securities fluctuate based on changes in a company’s financial
condition and overall market and economic conditions. The value of the equity
securities held by the Fund may decline for a number of reasons which directly
relate to the issuer, such as management performance, financial leverage, the
issuer’s historical and prospective earnings, the value of its assets and
reduced demand for its goods and services. Common equity securities in which the
Fund may invest are structurally subordinated to preferred stock, bonds and
other debt instruments in a company’s capital structure in terms of priority to
corporate income, and are therefore inherently more risky than preferred stock
or debt instruments of such issuers.
Private
Investments Risk
The
Fund will invest primarily in privately offered shares of private companies.
Less information is available with respect to private companies compared to
public companies and private company investments offer limited liquidity.
Private companies in which the Fund may invest may have limited financial
resources, shorter operating
histories,
more asset concentration risk, narrower product lines and smaller market shares
than larger businesses, which tend to render such private companies more
vulnerable to competitors’ actions and market conditions, as well as general
economic downturns. These companies generally have less predictable operating
results, may from time to time be parties to litigation, may be engaged in
rapidly changing businesses with products subject to a substantial risk of
obsolescence, and may require substantial additional capital to support their
operations, finance expansion or maintain their competitive position. Private
company investments are more difficult to value than public companies due to
less information being available and valuations may fluctuate more dramatically
than those of public companies.
The
Fund expects to make minority investments where it may have little to no
opportunity to negotiate the terms of a particular private investment or to
require a specific private company in which the Fund invests to disclose any
particular type of information to the Fund, either in connection with diligence
or as ongoing reporting. Where the Fund invests alongside an unaffiliated lead
investor, the Adviser may rely to some extent on the lead investor’s diligence
on the relevant investment and to negotiate certain terms of the investment.
Non-Diversification
Risk
The
Fund is classified as non-diversified for purposes of the 1940 Act, which means
that the Fund is not limited by the 1940 Act with respect to the proportion of
its assets that it may invest in securities of a single issuer. The Fund intends
to assume large positions in the securities of a small number of issuers.
Accordingly, the Fund’s NAV may fluctuate to a greater extent than that of a
diversified investment company as a result of changes in the financial condition
or assessed fair value of a single issuer. The Fund may also be more susceptible
to any single economic or regulatory occurrence than a diversified investment
company.
10. Income
Taxes
For
the fiscal period up to March 9, 2026, the Fund was treated as a regular
C-Corporation for U.S. federal income tax purposes and not as a registered
investment company (“RIC”). The Fund has filed for a tax accounting year end
change from December 31 to March 31. The Fund has met all of its RIC tax
qualification tests at the end of March 31, 2026. The Fund will be electing RIC
tax status in its next timely filed return for its first tax reporting year end
of March 31, 2026. Therefore, the components of the provision for income
taxes related to the C-Corp Period ended March 31, 2026 were as
follows:
|
|
|
|
|
| |
|
| For
the period ended March 31, 2026 |
| Current: |
|
| Federal |
$ |
1,435,155 |
|
| Total
current tax expense |
1,435,155 |
|
|
| |
| Deferred: |
|
| Federal |
— |
|
| Total
deferred tax expense |
— |
|
| Total
provision for income taxes |
$ |
1,435,155 |
|
The
reconciliation of statutory federal income tax rate and the effective income tax
rate was as follows:
|
|
|
|
|
|
|
|
|
|
|
| |
|
| As
of March 31, 2026 |
|
| Amount |
| Percentage |
| Federal
tax expense at statutory rate |
$ |
522,642 |
|
| 21.0 |
% |
| Nontaxable
or nondeductible items: |
|
| |
| Transactional
costs |
125,134 |
|
| 5.0 |
% |
| Non-taxable
loss adjustment |
31,379 |
|
| 1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
| |
| Change
in valuation allowance |
756,000 |
|
| 30.4 |
% |
| Effective
tax rate |
$ |
1,435,155 |
|
| 57.7 |
% |
The
Fund was included in the Affiliate’s consolidated U.S. federal and state returns
up until IPO, which may result in its Affiliate paying the income tax liability
that the Fund would bear if the Fund were not part of the Affiliate’s
consolidated income tax return group. The Fund has an income tax sharing
agreement with the Affiliate and pursuant to the agreement, the Fund will pay or
reimburse the Affiliate amounts related to income taxes that otherwise would be
owed by the Fund. The Fund will not pay or reimburse the Affiliate for any
income tax liability attributable to its Affiliate or its affiliates. For the
period ended March 31, 2026, the amount due to Affiliate under the tax
sharing agreement was $1,437,280 of U.S. federal income and state franchise
taxes that would have been borne by the Fund if the Fund were not part of the
Affiliate’s income tax return group. This amount is included in Due to affiliate
on the Statement of Assets and Liabilities. The tax year for 2026 remains open
to examination by the U.S. federal and state authorities.
The
Fund recognizes the tax benefits of uncertain tax positions only where the
position is “more-likely-than-not” to be sustained assuming examination by tax
authorities. Management has analyzed the Fund’s tax positions and has concluded
that no liability for unrecognized tax benefits should be recorded related to
uncertain tax positions taken by the Fund. The Fund recognizes interest accrued
related to unrecognized tax benefits and penalties, if any, as Income and
franchise tax expense on the Statement of Operations. For the period ended
March 31, 2026, the Fund paid no penalties and interest.
The
Fund made a distribution to the Affiliate, who was the sole shareholder of
record on March 4, 2026, prior to the IPO. There were no subsequent
distributions made by the Fund as of March 31, 2026 as the Fund was in an net
investment tax loss position. As such, there are no RIC tax distributions made
during the period. The tax character of dividends paid to shareholders as of
March 31, 2026, as noted below, was as follows:
|
|
|
|
|
| |
|
| As
of March 31, 2026 |
| Ordinary
income |
$ |
6,834,072 |
|
| Return
of capital |
1,351,598 |
|
| Total
distributions paid |
$ |
8,185,670 |
|
The
amount and character of income and capital gain distributions to be paid, if
any, are determined in accordance with federal income tax regulations, which may
differ from U.S. GAAP.
Permanent
items identified during the year ended March 31, 2026 have been
reclassified among the components of net assets based on their tax basis
treatment as follows:
|
|
|
|
|
| |
| Paid-in-capital |
Total
distributable earnings |
| $(2,153,523) |
$2,153,523 |
In
general, certain adjustments are made to the classification of net assets as a
result of permanent book-to-tax differences, which may include nondeductible
federal excise taxes and net operating losses, among other items. Separately,
temporary differences arise when certain items of income, gain, or loss are
recognized in different periods for financial statement and tax purposes which
will reverse at some time in the future.
The
following information is provided on a tax basis as of March 31,
2026:
|
|
|
|
|
| |
|
| As
of March 31, 2026 |
| Cost
of investments |
$ |
663,544,740 |
|
| Unrealized
appreciation |
— |
|
| Unrealized
depreciation |
— |
|
| Net
unrealized appreciation |
— |
|
| Undistributed
ordinary income |
— |
|
| Undistributed
long term gains |
— |
|
| Capital
loss carryforwards |
— |
|
| Other
temporary differences |
(3,628,013) |
|
| Total
distributable losses |
$ |
(3,628,013) |
|
No
income tax returns are currently under examination. The Fund’s tax returns are
subject to examination by the tax authorities in the United States until
expiration of the applicable statute of limitations, which is generally three
years after the filing of the tax return. Due to the nature of the Fund’s
investments, the Fund may be required to file income tax returns in several
states.
11. Commitments
and Contingencies
The
Fund is not currently subject to any material legal proceedings, and to the
Fund’s knowledge, no material legal proceedings are threatened against the Fund.
From time to time, the Fund may be party to certain legal proceedings in the
ordinary course of business. While the outcome of any legal proceedings cannot
be predicted with certainty, to the extent the Fund becomes party to such
proceedings, the Fund would assess whether any such proceedings will have a
material adverse effect upon its financial condition or results of
operation.
12. Subsequent
Events
On
April 17, 2026, the Fund purchased 109,059 Class A Common Stock in OpenAI Group
PBC for $74,998,784.
Management
has evaluated subsequent events through the date of issuance of the financial
statements. Based on this evaluation, no additional subsequent events disclosure
and/or adjustments to the financial statements were required.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Trustees of Robinhood Ventures Fund
I
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of Robinhood
Ventures Fund I (the “Fund”), including the schedule of investments, as of March
31, 2026, and the related statements of operations, changes in net assets and
cash flows and the financial highlights for the period from September 5, 2025
(commencement of operations) through March 31, 2026 and the related notes
(collectively referred to as the “financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the financial
position of the Fund at March 31, 2026, and the results of its operations, the
changes in its net assets, its cash flows, and its financial highlights for the
period from September 5, 2025 (commencement of operations) through March 31,
2026, in conformity with U.S. generally accepted accounting
principles.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our
responsibility is to express an opinion on the Fund’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Fund in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Fund is not required to have,
nor were we engaged to perform, an audit of the Fund’s internal control over
financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Fund’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of March 31, 2026, by correspondence with the custodian and issuers of
privately held investments. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that
our audit provides a reasonable basis for our opinion.
We
have served as the auditor of Robinhood Ventures Fund I since 2025.
New
York, New York
May
28, 2026
IMPORTANT
INFORMATION FOR SHAREHOLDERS
Investment
Objective and Strategy
The
Fund’s investment objective is to seek long-term capital appreciation. There can
be no assurance that the Fund will achieve its investment
objective.
In
pursuing its investment objective, the Fund primarily invests, under normal
circumstances, in a concentrated portfolio generally consisting of ten or more
private companies that, in the view of the Adviser, are Frontier Companies. The
Fund generally seeks to limit its investments in each Frontier Company to no
more than 20% of its assets, measured at the time of purchase. While the Fund
targets an initial investment of no more than 20% of its assets in each Frontier
Company in which it invests, the value of the Fund’s investments will fluctuate
so that any one investment may represent more or less than 20% of the Fund’s
assets at any given point in time. The Adviser may, in its sole discretion,
determine to rebalance the Fund’s investments from time to time. The Fund’s
strategy of holding fewer investments with a high level of concentration is
designed to provide investors with meaningful exposure to those investments. The
specific Frontier Companies in which the Fund focuses its investments may change
over time, including if a Frontier Company becomes a public company or is
acquired in the future and the Fund elects to sell its investment in such
company.
The
Adviser seeks to invest in Frontier Companies that it believes are
differentiated and positioned for sustained growth based on its analysis of
technology trends and markets, industry knowledge and knowledge of where leading
venture capitalists and other institutional investors are investing, and
proprietary research. The Fund can invest in companies based both inside and
outside the United States.
The
Fund makes direct investments in Frontier Companies, which will typically be in
the form of non-controlling equity and equity-related securities, including, but
not limited to, common stock, warrants, convertible preferred stock, other
equity or equity-linked securities or ownership interests in business
enterprises, other forms of senior equity, which may or may not be convertible
into a Frontier Company’s common equity, and preferred stock and convertible
debt securities.
The
Fund may also make indirect investments in Frontier Companies by purchasing
units or shares of special purpose vehicles (“SPVs”), venture funds and private
equity funds, limited liability companies, limited partnerships, pooled
investment vehicles, including venture capital funds, that would be investment
companies but for Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, and other
vehicles (each, a “Private Vehicle”) that provide the Fund with economic
exposure to the equity of one or more Frontier Companies. The SPVs in which the
Fund expects to invest are private investment vehicles managed by unaffiliated
managers that are designed to provide the Fund and other accredited investors
access to concentrated economic exposure of one or more specific private
companies through a private offering of securities exempt from registration
under the Securities Act pursuant to Regulation D. An SPV may source its
investments in underlying private companies through a variety of methods,
including through existing investment, business or other relationships that the
manager of the SPV may have with a private company or its founders and/or key
employees. Individual SPVs that the Fund expects to invest in may have different
terms and structures, which may present unique risks and different economic
experience than if the Fund were to hold interests in the underlying private
companies directly. The types of SPVs in which the Fund expects to invest may
charge upfront sales charges as well as management fees and/or carried
interest-type fees that will impact the value of the Fund’s investment and the
Fund’s investment return. All investors in an SPV typically have similar rights,
which are documented in the governing documents of the SPV, subject to the terms
of any side letters entered into between an investor (including the Fund) and
the manager of the SPV that may alter such rights and/or provide certain
benefits to individual SPV investors. It is expected that the SPVs in which the
Fund invests will not provide the Fund with voting rights with respect to the
SPVs or underlying private companies. Private Vehicles will typically not be
controlled by the Fund and will not be subsidiaries of the Fund. Such
investments may include investments made through “secondary transactions,” in
which the Fund acquires an interest in an existing Private Vehicle from another
investor. The Fund also may seek indirect economic exposure to Frontier
Companies in other ways, including through special situations, other equity or
credit investments, equity-related and equity-linked investments such as forward
contracts for future delivery of stock, swaps, and other synthetic equity
agreements that provide it with economic exposure to the equity of a Frontier
Company. To the extent the Fund enters into forward contracts or
other
derivatives with respect to a Frontier Company, the Fund intends to do so only
with reputable counterparties that have received (or the guarantors of the
obligations of which have received) a credit rating of A-1 or P-1 by S&P or
Moody’s, or that have an equivalent rating from another nationally rated
statistical rating organization (“NRSRO”), or that are determined to be of
equivalent credit quality by the Adviser.
In
seeking to achieve its investment objective, the Fund invests, without limit, in
privately placed or restricted securities (including in Rule 144A securities,
which are privately placed securities purchased by qualified institutional
buyers), illiquid securities and securities in which no secondary market is
readily available, of private companies. Issuers of these securities are not
expected to have a class of securities registered, or be subject to periodic
reporting, pursuant to the Exchange Act.
The
Fund generally holds its investments as a long-term investor, consistent with
its investment objective and strategies, and, accordingly, the Fund does not
expect to divest of investments on any particular timeline or upon the
occurrence of any particular event. For example, the Fund expects generally to
continue to hold investments in a company after an initial public offering.
However, the Fund may divest of some or all of an investment as the Adviser
determines to be appropriate and consistent with the Fund’s investment objective
or strategies. This may occur in connection with an initial public offering or
acquisition of a company, in the event the Adviser determines it is appropriate
to rebalance the portfolio, where the Adviser determines that the investment is
no longer performing in-line with expectations or ceases to be a Frontier
Company, or for any other reason in the Adviser’s discretion. In addition, if an
investment is held in Private Vehicles, the Private Vehicles may dispose of a
Frontier Company.
Under
normal circumstances, substantially all of the Fund’s assets will be invested in
direct or indirect investments in Frontier Companies (except that the Fund may
continue to hold investments in a Frontier Company after the initial public
offering of such Frontier Company). However, the Fund may also invest, to a
lesser extent (including while it is seeking to build its position in one or
more Frontier Companies or to manage cash) in other investments, including
listed companies, mutual funds, business development companies (“BDCs”),
exchange-traded funds (“ETFs”), money market funds, U.S. government securities
and other fixed income obligations, and cash equivalents (such as bankers’
acceptances, certificates of deposit, commercial paper, short-term government
and corporate obligations and repurchase agreements), and crypto or digital
assets, and may at times hold a significant percentage of its assets in such
investments. To the extent that a significant portion of the Fund’s assets are
invested in such instruments for an extended period of time, the Fund may not
achieve its investment objective.
The
Fund expects that it will invest significantly in aerospace and defense, AI,
computer software, consumer products, consumer technology, enterprise software,
Fintech, technology, and robotics related companies. Accordingly, the Fund
expects that its investments will be concentrated in securities of issuers
having their principal business activities in industries or groups of industries
in the following sectors: communication services, consumer discretionary,
financials, industrials, and information technology (i.e., more than 25% of the
value of the Fund’s assets is expected to be invested in such industries or
groups of industries). As of the date of this Prospectus, the Fund determines an
issuer’s industry or group of industries by reference to its classification
under the GICS.
The
Fund is classified as a “non-diversified” investment company under the 1940 Act,
which means that it intends to invest a high percentage of its assets in a
limited number of issuers and may invest a larger proportion of its assets in a
single issuer.
The
Fund is permitted to borrow money or issue debt securities in an amount up to 33
1/3% of its total assets in accordance with the 1940 Act. The Fund may establish
one or more credit lines to borrow money for a range of purposes, including for
the purpose of funding investments, to satisfy Fund liabilities or obligations,
or other specified purposes. The Fund may pledge its assets to secure any such
borrowings. There is no assurance, however, that the Fund will be able to enter
into a credit line or that it will be able to timely repay any borrowings under
such credit line, which may result in the Fund incurring leverage on its
portfolio investments from time to time. The Fund’s use of leverage may increase
or decrease from time to time in its discretion and the Fund may, in the future,
determine not to use leverage.
The
Fund may make investments directly or indirectly through one or more
wholly-owned subsidiaries (each, a “Subsidiary” and collectively, the
“Subsidiaries”), and references herein to the Fund’s investments also refer to
any Subsidiary’s investments.
If
the Fund uses one or more Subsidiaries to make investments, the Fund and its
Shareholders will bear the respective organizational and operating fees, costs,
expenses and liabilities of those Subsidiaries. The Fund and its Subsidiaries
will have the same investment strategies and will be subject to the same
investment restrictions and limitations on a consolidated basis. The Adviser
will serve as investment adviser to the Fund and each Subsidiary. The
Subsidiaries will comply with the provisions relating to affiliated transactions
and custody of the 1940 Act.
The
Adviser will not cause the Fund to engage in certain negotiated investments
alongside affiliates unless the Fund has received an order from the SEC granting
an exemption from Section 17 of the 1940 Act, or unless such investments are not
prohibited by Section 17(d) of the 1940 Act or interpretations thereof, as
expressed in SEC no-action letters or other available guidance. The Adviser and
the Fund intend to apply for an exemptive order from the SEC that, if granted,
would expand the Fund’s ability to invest alongside its affiliates in privately
placed investments that involve the negotiation of certain terms of the
securities to be purchased (other than price-related
terms).
Principle
Risk Factors
The
following are certain principal risk factors that relate to the operations and
terms of the Fund. The following information is a discussion of the known
material risk factors associated with an investment in the Secondary Shares
specifically. Additional risks and uncertainties not currently known to the Fund
or that the Fund currently deems to be immaterial also may materially adversely
affect the Fund’s business, financial condition and/or operating results. The
value of your investment in the Fund, as well as the amount of return you
receive on your investment in the Fund, may fluctuate significantly. You may
lose part or all of your investment in the Fund. There is no assurance that the
Fund will meet its investment objective. An investment in the Fund is
speculative and involves a high degree of risk. Therefore, you should consider
the risks of investing in the Fund prior to making an investment in the Fund.
Each risk summarized below is considered a “principal risk” of investing in the
Fund, regardless of the order in which it appears.
Equity
Securities Risk
The
value of the equity securities the Fund holds may fall due to general market and
economic conditions, perceptions regarding the industries in which the issuers
of securities the Fund holds participate or factors relating to the specific
companies in which the Fund invests. These can include stock movements,
purchases or sales of securities by the Fund and other investors, government
policies, litigation, changes in interest rates, inflation, the financial
condition of the companies in which the Fund invests or perceptions of such
companies, or economic conditions in general or specific to the issuer. Equity
securities may also be particularly sensitive to general movements in the stock
market, and a decline in the broader market may affect the value of the Fund’s
equity investments, including investments in private companies.
The
equity interests the Fund invests in may not appreciate in value and, in fact,
may decline in value or lose all value. Accordingly, the Fund may not be able to
realize gains from its equity investments, and any gains that it does realize on
the disposition of any equity investments may not be sufficient to offset any
other losses it experiences.
Private
Investments Risk
The
Fund invests primarily in privately offered equity securities of private
companies. Such investments involve a high degree of business and financial risk
that can result in substantial losses.
Less
information is available with respect to private companies compared to public
companies and private company investments offer limited liquidity. Private
companies generally are not subject to SEC reporting requirements, are not
required to maintain their accounting records in accordance with generally
accepted accounting principles, and are not required to maintain effective
internal controls over financial reporting. Operating results for private
companies in a specified period may be difficult to determine. As a result,
there is risk that the Fund may invest on the basis of incomplete or inaccurate
information, and will not be able to adequately monitor the
performance
of its investments, which may adversely affect the Fund’s investment
performance. In addition, to the extent the Fund or its Adviser receives
material non-public information about a private company, the Fund’s ability to
trade in that company (including the Fund’s ability to sell its interest in the
company) may be restricted at times. Private companies in which the Fund may
invest also may have limited financial resources, shorter operating histories,
more asset concentration risk, narrower product lines and smaller market shares
than larger businesses, which tend to render such private companies more
vulnerable to competitors’ actions and market conditions, as well as general
economic downturns. These companies generally have less predictable operating
results, may from time to time be parties to litigation, may be engaged in
rapidly changing businesses with products subject to a substantial risk of
obsolescence, and may require substantial additional capital to support their
operations, finance expansion or maintain their competitive position. Private
company investments are more difficult to value than public companies due to
less information being available and valuations may fluctuate more dramatically
than those of public companies. As a result, the Fund’s NAV could significantly
increase or decrease if the Fund learns of new material information regarding a
private company, particularly if the company comprises a significant portion of
the Fund’s portfolio. Additionally, the Fund will only value its investments on
a periodic basis. To the extent that new material information regarding a
private company in which the Fund has invested becomes public, the trading price
of the Fund’s shares could fluctuate significantly, including potentially
causing the Fund’s shares to trade at a discount or premium to the most recently
published NAV.
Investments
in private companies generally are in restricted securities that are not traded
in public markets and subject to transfer restrictions and substantial holding
periods. There can be no assurance that the Fund will be able to realize the
value of its investments in a timely manner, and its ability to dispose of its
investments when desired and to rebalance its portfolio in response to market
conditions may be limited. There also is no assurance that the private companies
in which the Fund invests will ever have a liquidity event. Additionally, the
types of private companies in which the Fund expects to invest may be dependent
on key personnel for their future success. If a company is unable to hire and
retain qualified personnel, or if the company loses a founder or any key member
of its management team, its ability to achieve its investment objective could be
significantly impaired.
Historical
return for private company investments has often been dependent on investment
selection with a limited number of companies having an outsized impact on the
return profile of the asset class. Although the Fund intends to deploy capital
in companies at the frontiers of their industries, the Fund may not be able to
access the most attractive investment opportunities, or it may not be able to
invest at an early enough stage in these companies’ lifecycles to experience an
outsized investment return. Private companies typically control which investors
are permitted to buy shares of their company, including through a consent right
over which investors are permitted to purchase shares from existing investors in
that company. There can be no assurance that the companies that the Fund targets
will permit the Fund to become an investor. The Fund may not be able to deploy
all of its capital in companies that fit its investment mandate.
The
Fund’s private investments may be subject to risks associated with an
unaffiliated lead investor. Due diligence will be conducted on private
investment opportunities. However, due diligence will necessarily be limited by,
among other things, information that the Fund is able to obtain, and the Fund
expects that substantially less information will be available about the Fund’s
private investments than information that would be available for publicly traded
investments. The Fund expects to make minority investments where it may have
little to no opportunity to negotiate the terms of a particular private
investment or to require a specific private company in which the Fund invests to
disclose any particular type of information to the Fund, either in connection
with diligence or as ongoing reporting. Where the Fund invests alongside an
unaffiliated lead investor, the Adviser may rely to some extent on the lead
investor’s diligence.
In
connection with some of the Fund’s investments in private companies, the Fund
will pledge some or all voting rights in a particular company to management or
another third-party investor. The Adviser may determine in its sole discretion
that a pledge of such voting rights for a specific investment opportunity is in
the best interests of the Fund, and if the Adviser determines that the Fund
should not agree to pledge such voting rights, it may result in the Fund being
excluded from the investment opportunity.
The
Fund may be provided the opportunity to make additional investments in a private
company in its portfolio as “follow-on” investments. The Fund may elect not to
make follow-on investments in a portfolio company or may
lack
sufficient funds to make those investments. The failure to make follow-on
investments may, in some circumstances, jeopardize the continued viability of a
portfolio company and the value of the Fund’s investment, or may result in a
missed opportunity for the Fund to increase its participation in a successful
company.
The
Fund does not intend to hold controlling equity interests in its portfolio
companies and does not expect to be in a position to exercise control over the
management of those companies. As a result, the Fund will be subject to the risk
that a portfolio company may make business decisions with which the Fund or its
Adviser disagree, and the shareholders and management of a portfolio company may
take risks or otherwise act in ways that are adverse to the interests of the
Fund and its Shareholders.
Private
Vehicle Risks
The
Fund is subject to the risks of any Private Vehicles in which it invests.
Private Vehicle interests (which, as noted above, includes SPV interests) are
expected to be illiquid, and be subject to restricted marketability, and it may
be costly and take considerable time for the Fund to realize the value of those
investments. In addition, certain private companies may impose broad transfer
restrictions on their equity securities. These restrictions may extend to the
ability of a Private Vehicle that invests in such private company to admit new
investors, meaning that the Fund may be unable to invest in a Private Vehicle
without the consent of the underlying private company. There can be no assurance
that such consent will be granted, which may limit the Fund’s ability to gain
exposure to certain private companies. The Fund expects to primarily invest in
Private Vehicles, including SPVs, that provide exposure focused on the same
Frontier Companies that the Fund invests in directly. Although the Adviser will
seek to receive detailed information from each Private Vehicle in which the Fund
invests regarding its business strategy and any performance history, including
audited financial statements, in most cases the Adviser will have little or no
means of independently verifying this information. In addition, Private Vehicles
may have little or no near-term cash flow available to distribute to investors,
including the Fund.
Private
Vehicle interests, including SPV interests, are ordinarily valued based upon
valuations provided by the manager or general partner of the Private Vehicle (a
“Private Vehicle Manager”), which may be received on a delayed basis. Certain
securities in which Private Vehicles invest may not have a readily ascertainable
market price and may be fair valued by the Private Vehicle Managers, similar to
how the Fund values its private investments. No assurances can be given
regarding the valuation methodology or the sufficiency of systems utilized by
any Private Vehicle Manager, the accuracy of the valuations provided by the
Private Vehicle Managers, that the Private Vehicle Managers will comply with
their own internal policies or procedures for keeping records or making
valuations, or that the Private Vehicle Managers’ policies and procedures and
systems will not change without notice to the Fund. As a result, a Private
Vehicle Manager’s valuation of the securities may fail to match the amount
ultimately realized with respect to the disposition of such securities. A
Private Vehicle Manager’s information could also be inaccurate due to fraudulent
activity, mis-valuation or inadvertent error. The Fund may not uncover errors in
valuation for a significant period of time, if ever. Private Vehicle Managers
may not use the same valuation methodologies that the Fund would use if the Fund
held the same underlying investments directly.
The
Fund will pay asset-based or commitment-based fees, and, in most cases, will be
subject to performance-based fees in respect of its interests in Private
Vehicles. Such fees and performance-based compensation are in addition to the
Fund’s own Management Fee (as defined below). In addition, performance-based
fees charged by Private Vehicle Managers may create incentives for the Private
Vehicle Managers to make risky investments. The Fund may be required to pay a
Private Vehicle Manager a performance-based fee based on a Private Vehicle’s
investments with positive returns even if the Private Vehicle’s overall returns
are negative. Fund Shareholders will indirectly bear a proportionate share of
the fees (including any performance fees) and expenses of the Private Vehicles,
in addition to a proportionate share of the fees and expenses of the Fund, which
will reduce the Fund’s investment returns.
The
Fund is subject to the risks associated with its Private Vehicles’ underlying
investments. The investments made by the Private Vehicles will entail a high
degree of risk and in most cases will be highly illiquid and difficult to value.
The success of each investment made by a Private Vehicle will largely depend on
the ability and success of the management of the portfolio companies in addition
to economic and market factors. The Fund may be subject to
capital
calls with respect to its Private Vehicle investments, and may need to hold a
portion of its portfolio in cash or other liquid assets, or borrow money, to
meet such capital calls.
In
connection with making an investment in a Private Vehicle, the Fund may decide
to pledge some or all voting rights in a Private Vehicle to management or
another third-party investor. The Adviser may determine in its sole discretion
that a pledge of such voting rights for a specific investment opportunity is in
the best interests of the Fund, and if the Adviser determines that the Fund
should not agree to pledge such voting rights, it may result in the Fund being
excluded from the investment opportunity.
The
Fund may make secondary investments in Private Vehicles by acquiring interests
in Private Vehicles from existing investors in such Private Vehicles. In such
instances, it is generally not expected that the Fund will have the opportunity
to negotiate the terms of the interests being acquired, other than the purchase
price, or other special rights or privileges. Moreover, there is no assurance
that the Fund will be able to purchase secondary investments in Private Vehicles
at attractive discounts to their respective NAV per share, or at all. The
overall performance of the Fund’s secondary investments in Private Vehicles will
depend in part on the acquisition price paid by the Fund for its secondary
investments, the structure of such acquisitions and the overall success of the
Private Vehicle. There is significant competition for secondary investments. No
assurance can be given that the Fund will be able to invest, or invest in the
amounts desired, in such investments.
Regulatory
changes may adversely affect Private Vehicles. The legal, tax and regulatory
environment for Private Vehicles is evolving, and it is possible that any future
changes may have a materially adverse effect on the ability of Private Vehicles
to pursue their investment strategies. Any regulatory changes that adversely
affect a Private Vehicle’s ability to implement its investment strategies could
have a material adverse impact on the Private Vehicle’s performance, and thus on
the Fund’s performance.
Non-Diversification
Risk
The
Fund is classified as non-diversified for purposes of the 1940 Act, which means
that the Fund is not limited by the 1940 Act with respect to the proportion of
its assets that it may invest in securities of a single issuer. The Fund intends
to assume large positions in the securities of a small number of issuers.
Accordingly, the Fund’s NAV may fluctuate to a greater extent than that of a
diversified investment company as a result of changes in the financial condition
or assessed fair value of a single issuer. The Fund may also be more susceptible
to any single economic or regulatory occurrence than a diversified investment
company.
Concentration
Risk.
The
Fund expects that it will invest significantly in aerospace and defense, AI,
computer software, consumer products, consumer technology, enterprise software,
financial technology, technology, and robotics related companies. Accordingly,
the Fund expects that its investments will be concentrated in securities of
issuers having their principal business activities in industries or groups of
industries in the following sectors: communication services, consumer
discretionary, financials, industrials, and information technology. As of the
date of this Prospectus, the Fund determines an issuer’s industry or group of
industries by reference to its classification under the GICS. While these
sectors can offer high growth potential, they also come with heightened risk.
Companies in these sectors are often highly dependent on innovation, research
and development, and consumer adoption, and can be significantly impacted by
legislative and regulatory changes, adverse market conditions and competition,
all of which can lead to significant price volatility. The Fund’s concentrated
exposure to these sectors could result in greater losses during periods of
market volatility or sector-specific downturns. By focusing on a group of
industries, the Fund carries much greater risks of adverse developments and
price movements in such industries than a fund that invests in a wider variety
of industries. The Fund’s concentration of risk in these sectors may increase
the losses suffered by the Fund or reduce its ability to dispose of depreciating
assets. Because the Fund concentrates in a group of industries, there is also
the risk that the Fund will perform poorly during a slump in demand for
securities of companies in such industries. Concentration could expose the Fund
to losses disproportionate to those incurred by the market in general if the
areas in which the Fund’s investments are concentrated are disproportionately
adversely affected by price movements in those financial instruments or assets.
The Fund is subject to the risks associated with the sectors in which its
investments, as further described below, and that the securities of such issuers
will
underperform
the market as a whole due to legislative or regulatory changes, adverse market
conditions and/or increased competition affecting these
sectors.
Technology
Sector Risk
Investing
in private technology companies involves a number of significant risks. These
risks include volatility, intense competition, decreasing life cycles, product
obsolescence, changing consumer preferences, periodic downturns, regulatory
concerns and litigation risks. The revenue, income (or losses) and valuations of
technology-related companies can and often do fluctuate suddenly and
dramatically. In addition, because of rapid technological change, the average
selling prices of products and some services provided by companies in
technology-related sectors have historically decreased over their productive
lives.
Many
technology companies depend on third-party platforms and products, and policy
changes or technical issues in such systems could impair monetization. Reliance
on third-party cloud and data-center providers can also increase exposure to
outages, capacity shortfalls and cost increases. In addition, hardware and
device makers are exposed to a limited number of contract manufacturers with
geopolitically sensitive supply chains, which amplifies disruptions from trade
restrictions, natural disasters or public-health events. Where global trade
controls apply, export restrictions can abruptly curtail market access, depress
demand or force costly
re-engineering.
AI
Industry Risk
Companies
involved in AI-related businesses may have limited product lines, markets,
financial resources or personnel. These companies face intense competition and
potentially rapid product obsolescence, and many depend significantly on
retaining and growing the consumer base of their respective products and
services. Many of these companies are also reliant on the end-user demand of
products and services in various industries that may in part utilize AI and/or
data services. Further, many companies involved in AI-related businesses may be
substantially exposed to the market and business risks of other industries or
sectors, and the Fund may be adversely affected by negative developments
impacting those companies, industries or sectors. In addition, these companies
are heavily dependent on intellectual property rights and may be adversely
affected by loss or impairment of those rights. There can be no assurance that
companies involved in the AI industry will be able to successfully protect their
intellectual property to prevent the misappropriation of their technology, or
that competitors will not develop technology that is substantially similar or
superior to such companies’ technology. AI companies also face risks specific to
training data and model development, including allegations that third-party
models or datasets used to develop or enhance products lacked proper licenses or
consents, challenges obtaining or maintaining access to high-quality models,
datasets, or specialized hardware, and higher operating costs driven by
compute-intensive training and inference.
AI
companies are potential targets for cyberattacks, which can have a materially
adverse impact on the performance of these companies. In addition, the
collection of data from consumers and other sources could face increased
scrutiny as regulators consider how the data is collected, stored, safeguarded
and used. AI companies may face regulatory fines and penalties, including
potential forced break-ups, that could hinder the ability of the companies to
operate on an ongoing basis. Compliance with evolving regulatory obligations
specific to AI, such as the EU Artificial Intelligence Act, California’s
Transparency in Frontier Artificial Intelligence Act, and other emerging United
States federal and state oversight of model transparency, safety and privacy,
may require significant changes to products, practices and business models,
which may adversely affect AI companies subject to such regulations. Many AI
companies also depend on third-party cloud infrastructure operated by a small
number of service providers to host and deliver their offerings; interruptions,
price increases or preferential treatment of competitors by those service
providers, or any cyberattacks on those providers, could materially and
adversely affect the operations of such AI companies. Other issues arising from
the development and use of AI, such as bias, safety defects or inaccurate
outputs, may result in reputational harm, competitive harm or legal
liability.
AI
companies typically engage in significant research and development spending, and
there is no guarantee that the products or services produced by these companies
will be successful. AI companies, especially smaller companies, tend to be more
volatile than companies that do not rely heavily on technology. AI could face
increasing regulatory scrutiny in the future, which may limit the development of
this technology and impede the growth of companies that develop and/or utilize
this technology.
Aerospace
and Defense Industry Risk
Aerospace
and defense companies can be significantly affected by government aerospace and
defense regulation and spending policies because companies involved in this
industry rely to a significant extent on U.S. (and other) government demand for
their products and services. Thus, the financial condition of, and investor
interest in, aerospace and defense companies are heavily influenced by
governmental defense spending policies which are typically under pressure from
efforts to control the U.S. (and other) government budgets. The sector also
depends on a globally dispersed supply chain, where supplier distress, quality
issues and retrofit campaigns can disrupt deliveries and raise costs. The
aerospace industry in particular has recently been affected by adverse economic
conditions and consolidation within the
industry.
Fintech
Sector Risk
Fintech
companies may face competition from larger and more established firms, and a
Fintech company may not currently or in the future derive any revenue from
disruptive technologies. In addition, Fintech companies may not be able to
capitalize on their disruptive technologies if they face political and/or legal
attacks from competitors, industry groups or local and national governments.
Additionally, many Fintech companies operate under complex financial regulatory
regimes, which can force product changes, add cost and result in
fines.
Computer
Software Industry Risk
Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products.
Consumer
Goods Industry Risk
Companies
in the consumer goods industry include companies involved in the design,
production or distribution of goods for consumers, including food, household,
home, personal and office products, clothing and textiles. The success of the
consumer goods industry is tied closely to the performance of the domestic and
international economy, interest rates, exchange rates, competition, consumer
confidence and consumer disposable income. The consumer goods industry may be
affected by trends, marketing campaigns and other factors affecting consumer
demand. Governmental regulation affecting the use of various food additives may
affect the profitability of certain companies in the consumer goods industry.
Moreover, international events may affect food and beverage companies that
derive a substantial portion of their net income from foreign countries. In
addition, tobacco companies may be adversely affected by new laws, regulations
and litigation. Many consumer goods may be marketed globally, and consumer goods
companies may be affected by the demand and market conditions in other countries
and regions. Companies in the consumer goods industry may be subject to severe
competition, which may also have an adverse impact on their profitability.
Changes in demographics and consumer preferences may affect the success of
consumer products.
Consumer
Technology Industry Risk
Consumer
technology companies produce a wide range of products and services for general
consumers, such as smartphones, computers, home electronics, and software. The
operations and performance of consumer technology companies depend significantly
on global and regional economic conditions. Adverse macroeconomic conditions can
adversely impact consumer confidence and spending and materially adversely
affect demand for consumer technology companies’ products and services. The
market for consumer technology products and services is highly competitive and
subject to rapid technological change. The inability of a consumer technology
company to develop and sell innovative new products with attractive margins or
to protect itself from competitors’ infringement on its intellectual property
could materially adversely affect that company’s ability to maintain a
competitive advantage. Data security measures of consumer technology companies
cannot provide absolute security, and losses or unauthorized access to or
releases of confidential information can occur and could materially adversely
affect a
company’s
business and reputation. Consumer technology companies are subject to complex
and changing laws and regulations. Compliance with laws and regulations is
onerous and expensive. New and changing laws and regulations can adversely
affect a consumer technology company’s business by increasing the costs of
compliance, limiting the company’s ability to offer a product, service or
feature to customers, imposing changes to the design of the company’s products
and services, or impacting customer demand for the company’s products and
services.
Enterprise
Software Industry Risk
Enterprise
software companies develop and provide specialized software solutions for
enterprises, rather than individual consumers, to streamline business operations
and improve productivity. The industry in which enterprise software companies
operate is characterized by rapid technological advances, intense competition,
changing delivery models, evolving standards in communications infrastructure,
increasingly sophisticated customer needs and frequent new product introductions
and enhancements. Because enterprise software companies’ services are complex
and incorporate a variety of hardware, proprietary software, third-party and
open-source software, their services may have errors or defects that could
result in unanticipated downtime for their subscribers and harm to their
reputation and business. Enterprise software companies and their third-party
vendors are regularly subject to attempts by third parties to identify and
exploit product and service vulnerabilities, penetrate or bypass their security
measures, and gain unauthorized access to their or their customers’, partners’
and suppliers’ software, hardware and cloud offerings, networks and systems.
Such malicious attacks can lead, and have led, to the compromise of confidential
information and harm to enterprise software companies’ reputation and
business.
Robotics
Risk
Risks
associated with companies in the robotics industry include many of the same
risks as companies in the technology sector (see “Technology Sector Risk”).
Securities of robotics companies, especially smaller, start-up companies, tend
to be more volatile than securities of companies that do not rely heavily on
technology. Companies may rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by these companies to protect their proprietary rights will be
adequate to prevent the misappropriation of their technology or that competitors
will not independently develop technologies that are substantially equivalent or
superior to such companies’ technology.
Companies
focused on humanoid robotics face challenges specific to the complex and
unproven nature of the technology. Such operations often require a significant
allocation of capital to design, test, and scale viable robotic solutions, and
may not produce meaningful revenue during the life of the Fund.
Companies
involved in AI-driven humanoid robotics may face regulatory scrutiny in the
future, which may limit the development of this technology and impede the growth
of companies that develop and/or utilize this technology. Similarly, the
collection of data from consumers and other sources could face increased
scrutiny as regulators consider how the data is collected, stored, safeguarded
and used.
General
Risks of Investing in the Fund
Trading
at a Discount/Premium. Shares of closed-end investment companies such as the
Fund frequently trade at a discount to their NAV. There can be no assurance that
the Secondary Shares will trade at a price equal to or higher than the NAV.
Also, the Fund’s NAV will be reduced immediately following this offering by the
Fund’s offering costs.
The
possibility that the Secondary Shares may trade at a discount to NAV is separate
and distinct from the risk that the NAV may not accurately reflect the true
value of the Fund’s investments and the risk that the NAV may
decline.
In
addition to NAV, the market price of the Secondary Shares may be affected by
such factors as distributions, significant trading in one or more of the Fund’s
portfolio securities that are or become publicly traded, or the issuance of
additional Shares.
Other
Risks Relating to Share Price
If
the Fund or the selling shareholder sells additional Shares after this or is
perceived by the public as intending to sell additional Shares, the market price
of the Shares could decline.
Exchange
Listing
Investors
may be unable to sell their Secondary Shares at or above the price initially
paid for those Secondary Shares.
Competition
for Investment Opportunities
The
Fund operates in a highly competitive market for investment opportunities. A
number of entities, including venture capital firms and funds, public and
private investment funds (including hedge funds), BDCs, commercial and
investment banks, commercial financing companies, and internal venture capital
arms of various companies will compete with the Fund to make the types of
investments that the Fund plans to make. Robinhood and its affiliates also may
compete with the Fund for certain types of investments, including acquisitions
of companies in which the Fund might otherwise have considered for investment.
Many of the Fund’s potential competitors are substantially larger and have
considerably greater financial, technical and marketing resources than the Fund
has access to. For example, some competitors may have a stronger network of
contacts and better connections for deal flows or have access to funding sources
that are not available to the Fund or its Adviser. In addition, some of our
competitors have higher risk tolerances or different risk assessments, which
could allow them to consider a wider variety of investments and establish more
relationships than us. Furthermore, many of our competitors are not subject to
the regulatory restrictions that the Fund is subject to under the 1940
Act.
There
can be no assurance that the Adviser will be able to secure investments on
behalf of the Fund in all of the investment opportunities that it identifies for
the Fund, or that the size of the investments available to the Fund will be as
large as the Adviser would desire.
Limited
Operating History
The
Fund was recently formed, has limited operating and trading history and has made
limited investments using the proceeds of a seed capital investment by
Robinhood. Further, the Adviser was recently formed and while its personnel have
investment experience, the Adviser and its management have limited experience
managing a closed-end investment company registered under the 1940
Act.
Future
Growth
The
Fund will need additional capital to grow and to fund growth in its investments,
and the Fund may issue additional equity securities in order to obtain this
additional capital. The inability to obtain new capital or a reduction in the
availability of new capital could limit the Fund’s ability to grow or pursue
business opportunities, which may have an adverse effect on the value of the
Fund’s shares. In addition, regulations governing the Fund’s operation as an SEC
registered closed-end investment company affect its ability to raise additional
capital and the way in which it does so. The raising of debt capital may expose
the Fund to risks, including the typical risks associated with
leverage.
Valuation
The
Fund’s portfolio investments are in the form of equity securities that are not
publicly traded, and that will accordingly be recorded at fair value as
determined in good faith pursuant to the Fund’s valuation policies under the
oversight of the Board. The Board has designated the Adviser as its valuation
designee (the “Valuation Designee”). Because the Fund’s assets will largely be
fair valued, there will be uncertainty as to the value of its portfolio
investments. The fair value of securities and other investments that are not
publicly traded may not be readily determinable. The Fund values its securities
at fair value according to its written valuation procedures and as determined in
good faith by the Adviser under the oversight of the Board. The Adviser may use
the services of nationally recognized independent valuation firm(s) to aid it in
determining the fair value of the Fund’s securities. As such, the value of the
Fund’s investments in Private Vehicles generally are based on values provided by
the
applicable
Private Vehicle Managers and, when such information is not available or, in the
view of the Adviser, does not reflect fair value, the Adviser will fair value
the investments in Private Vehicles with the assistance of any independent
valuation firm(s). The methods for valuing these securities may include:
observable, company specific hard events, including priced financings,
tender/secondary transactions with determinable pricing, signed merger &
acquisition agreements, initial public offerings/direct listing, liquidation
events, or other objectively verifiable transactions with clear pricing
implications; significant events and other issuer-specific information that may
reasonably indicate a material change in value; company actions and
communications that may inform value, such as board-approved recapitalizations,
stock splits, or issuer-published tender prices, evaluated in light of the full
information set available to the Adviser; credible third-party indications
(e.g., large and recent secondary prints or other market participant data) where
sufficiently reliable and relevant to the Fund’s security and the issuer’s
circumstances; model-based approaches and/or third-party valuation support,
together with company performance indicators, comparable company data, and other
reasonably reliable information when transactions are unavailable, not readily
comparable to the Fund’s security, or are deemed stale, or where significant
events indicate transactions inputs may no longer be
representative.
The
Adviser’s determinations of the fair value of the Fund’s securities (and of its
NAV) may differ materially from the values that would have been used if a ready
market for its fair-valued securities existed. The Fund’s NAV is a critical
component in several operational matters including computation of the Management
Fee. Consequently, variance in the valuation of the Fund’s investments will
impact, positively or negatively, the fees and expenses the Fund will
pay.
Liquidity
Substantially
all of the Fund’s investments are illiquid. The Fund invests primarily in
private companies, both directly and indirectly. Substantially all of these
securities are subject to legal and other restrictions on resale/transfer or
will otherwise be less liquid than publicly traded securities. There is no
assurance that the private companies in which the Fund invests will ever have a
liquidity event and, even if a private company does have a liquidity event, such
as an initial public offering or a merger or acquisition transaction, such a
liquidity event may be at a lower valuation than the valuation at which the Fund
invested. The illiquidity of the Fund’s investments will generally make it more
difficult for the Fund to sell such investments if the need arises. In addition,
if the Fund is required to liquidate all or a portion of its investments
quickly, the Fund may realize significantly less than the value at which it has
previously recorded those investments. To the extent the Fund or its Adviser
receives material non-public information regarding an investment, the Fund could
face other restrictions on its ability to liquidate that
investment.
Leverage
The
Fund may borrow money, which magnifies the potential for gain or loss and
increases the risk of investing in the Fund. The use of leverage is speculative.
Although leverage will increase the Fund’s investment return if the Fund’s
interest in an asset purchased with borrowed funds earns a greater return than
the interest expense the Fund pays for the use of those funds, the use of
leverage will decrease the return on the Fund if the Fund fails to earn as much
on its investment purchased with borrowed funds as it pays for the use of those
funds. The use of leverage will in this way magnify the volatility of changes in
the value of an investment in the Fund, especially in times of a “credit crunch”
or during general market turmoil. The Fund may be required to pledge its assets
as collateral for its borrowings and to maintain minimum average balances in
connection with its borrowings or to pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate. In addition, a lender to the Fund may
terminate or refuse to renew any credit facility into which the Fund has
entered. If the Fund is unable to access additional credit, it may be forced to
sell its investments at inopportune times, which may further depress the returns
of the Fund.
Conflicts
The
Fund is subject to conflicts of interest. The Adviser and its affiliates will be
permitted to market, organize, sponsor, act as general partner or as the primary
source for transactions for other pooled investment vehicles and other accounts,
which may be offered on a public or private placement basis, and to engage in
other investment and business activities. Some of these funds and accounts will
have investment strategies that overlap with the
investment
strategies of the Fund. Robinhood and its affiliates also may compete with the
Fund for certain types of investments, including acquisitions of companies in
which the Fund might otherwise have considered for investment. Such activities
may raise conflicts of interest for which the resolution may not be
determinable. To the extent that the Adviser manages other investment funds and
accounts in the future, in order to address potential conflicts of interest, the
Adviser will adopt an investment allocation policy that will govern the
allocation of investment opportunities among the investment funds and other
accounts managed by the Adviser. See “Risks - Conflicts” for additional
information.
Affiliated
Transactions Restrictions
Certain
provisions of the 1940 Act prohibit the Fund from engaging in transactions with
the Adviser and its affiliates. Any funds managed by the Adviser or its
affiliates that are not registered under the 1940 Act would not be prohibited
from participating in those transactions. The 1940 Act also imposes significant
limits on investments in certain privately placed securities in aggregated
transactions with affiliates of the Fund. The Adviser will not cause the Fund to
engage in investments alongside affiliates in private placement securities that
involve the negotiation of certain terms of the private placement securities to
be purchased (other than price-related terms) unless the Fund has received an
order granting an exemption from Section 17 of the 1940 Act or unless such
investments are not prohibited by Section 17(d) of the 1940 Act or
interpretations of Section 17(d) as expressed in SEC no-action letters or other
available guidance. The Adviser and the Fund intend to file for an exemptive
order from the SEC that, once received, would permit the Fund to, among other
things and subject to the conditions of the order, invest in certain privately
placed securities in aggregated transactions alongside the Adviser and/or other
future funds advised by the Adviser, or potentially Robinhood and its
affiliates, where the Adviser negotiates certain terms of the private placement
securities to be purchased (in addition to price-related terms). The conditions
contained in the exemptive order may limit or restrict the Fund’s ability to
participate in such negotiated investments or participate in such negotiated
investments to a lesser extent. In addition, other conflicts may be present in a
particular investment that may limit or restrict the Fund’s ability to
participate, notwithstanding the exemptive order. An exemptive order would not
apply to all investments or to all affiliates of the Adviser. As a result, the
Fund may be limited or restricted from participating in certain investment
opportunities, notwithstanding the exemptive order, including in investments in
which affiliates of the Adviser not covered by the exemptive order participate.
An inability to acquire the desired allocation to potential investments may
affect the Fund’s ability to achieve the desired investment
returns.
Regulatory
Environment
Changes
in laws or regulations governing the Fund’s operations may adversely affect its
business. The Fund and its portfolio companies are subject to regulation at the
local, state, and U.S. federal (or foreign) levels. These laws and regulations,
as well as their interpretation, may be changed from time to time. Any change in
these laws or regulations could materially and adversely affect our
business.
Change
in Investment Objective or Strategies
The
Board may change the Fund’s investment objective and strategies or modify or
waive certain of the Fund’s operating policies and strategies without
shareholder approval (except as required by the 1940 Act or other applicable
laws). The Fund cannot predict the effects that any changes to its current
operating policies and strategies would have on the Fund’s business, operating
results and value of its Shares. Nevertheless, the effects may adversely affect
the Fund’s business and impact its ability to make
distributions.
Active
Management
The
Fund is actively managed and subject to management risk. The Fund is subject to
management risk because it is an actively managed investment portfolio. The
Adviser will apply investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that these will produce
the desired results. The Fund may be subject to a relatively high level of
management risk because the Fund invests primarily in a limited number of
private companies. It is possible that the Fund will focus on an investment that
performs poorly or underperforms other investments under various market
conditions.
Anti-Takeover
Provisions Risk
The
Declaration of Trust includes provisions that could have the effect of limiting
the ability of other entities or persons to acquire control of the Fund, to
change the composition of the Board or convert the Fund to open-end status.
These provisions may have the effect of discouraging attempts to acquire control
of the Fund, which attempts could have the effect of increasing the expenses of
the Fund and interfering with the normal operation of the Fund. Such provisions
also could limit the ability of Shareholders to sell their Shares at a premium
over the then-current market prices by discouraging a third party from seeking
to obtain control of the Fund. See “Certain Provisions in the Declaration of
Trust - Anti-Takeover and Other Provisions” for additional
information.
RIC
Tax Status
The
Fund believes the criteria to qualify as a regulated investment company (or
“RIC”) were met as of the Fund's taxable year that began on the day after the
closing of the initial public offering of the Fund's common shares of beneficial
interest (the “Fund's First Post-IPO Tax Year”). The Fund intends to elect to be
treated as a RIC under the Internal Revenue Code of 1986, as amended (the
“Code”), beginning with the Fund's First Post-IPO Tax Year. So long as the Fund
qualifies to be treated as a RIC, the Fund generally will not pay
corporate-level federal income tax on any ordinary income or capital gains that
the Fund distributes to Shareholders as dividends. To obtain and maintain the
federal income tax benefits of RIC status, the Fund must meet specified
source-of-income and asset diversification requirements and distribute annually
an amount equal to at least 90% of the sum of the Fund’s net ordinary income and
realized net short-term capital gains in excess of realized net long-term
capital losses, if any, out of assets legally available for distribution. In
addition, the Fund must maintain its status as a registered management company
under the 1940 Act. If any of these requirements are not met, the favorable tax
treatment described above may not be available to the
Fund.
PRIVACY
NOTICE
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| FACTS |
WHAT
DOES ROBINHOOD DO WITH YOUR
PERSONAL
INFORMATION? |
| Why? |
Financial
companies choose how they share your personal information. Federal law
gives consumers the right to limit some but not all sharing. Federal law
also requires us to tell you how we collect, share, and protect your
personal information. Please read this notice carefully to understand what
we do. |
| What? |
The
types of personal information we collect and share depend on the product
or service you have with us. This information can include:
■ Social
Security number and
income
■ Investment experience and risk tolerance
■ Account balances and
transaction
history
■ Account transactions and assets
■ Credit history and
scores |
| How? |
All
financial companies need to share customers’ personal information to run
their everyday business. In the section below, we list the reasons
financial companies can share their customers’ personal information; the
reasons Robinhood chooses to share; and whether you can limit this
sharing. |
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| Reasons
we can share your personal information |
Does
Robinhood share? |
Can
you limit this sharing? |
For
our everyday business purposes – such as to process
your transactions,
maintain your account(s), respond to court
orders and legal
investigations, or report to credit bureaus |
Yes. |
No. |
| For
our marketing purposes – to offer our products and services to
you |
Yes. |
No.
(See
“Additional privacy choices for customers” below.) |
| For
joint marketing with other financial companies |
Yes. |
No. |
For
our affiliates’ everyday business purposes –
information about your
transactions and experiences |
Yes. |
No. |
For
our affiliates’ everyday business purposes –
information about your
creditworthiness |
Yes. |
Yes.
(See
“To limit our sharing” below) |
| For
our affiliates to market to you |
Yes. |
Yes.
(See
“To limit our sharing” below) |
| For
non-affiliates to market to you |
Yes. |
Yes.
(See
“Additional privacy choices for
customers”
below) |
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| To
limit our sharing |
E-mail
us at [email protected]. Please include “Limit Sharing” in the subject
line of the email and include any/all of the following opt-out statements
in the body of the email to indicate your choices:
☐ Do not share
information about my creditworthiness with your affiliates for their
everyday business purposes.
☐ Do not allow your affiliates to use my
personal information to market to me.
Please note the following:
If
you have a joint account, your choice(s) will apply to everyone on your
account.
If you are a new customer, we can begin sharing your
information 30 days from the date we sent this notice, unless you have
elected otherwise electronically. When you are no longer our customer, we
continue to share your information as described in this
notice.
However, you can contact us at any time to limit our
sharing. |
| Additional
privacy choices for customers |
We
provide additional privacy choices to customers regarding our use of
advertising partners to market our services across third-party platforms.
Please visit
https://robinhood.com/us/en/support/articles/data-sharing-preferences/ to
learn more |
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| Questions? |
E-mail
us at [email protected] |
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| Who
we are |
| Who
is providing this notice? |
This
form is provided by Robinhood Financial, LLC; Robinhood Securities, LLC;
Robinhood Derivatives, LLC; Robinhood Crypto, LLC; Robinhood Asset
Management, LLC; Robinhood Ventures DE, LLC; and Robinhood Ventures Fund I
(collectively, “Robinhood”). |
| What
we do |
| How
does Robinhood protect my personal information? |
To
protect your personal information from unauthorized access and use, we use
security measures that comply with federal law. These measures include
computer safeguards and secured files and buildings.
When you access
our Account holder areas, you are required to provide your username and
your password. Do not share your password and change it
frequently |
| How
does Robinhood collect my personal information? |
We
collect your personal information, for example, when you
■ Open an
account or deposit money.
■ Provide account information.
■ Direct us
to buy and sell securities, options, or other brokerage or cryptocurrency
products.
■ We also collect your personal information from others, such
as credit
bureaus, affiliates, or other companies. |
| Why
can’t I limit all sharing? |
Federal
law gives you the right to limit only
sharing for affiliates’ everyday
business purposes – information about
your
creditworthiness
affiliates from using your information to
market to you
sharing for nonaffiliates to market to you
State laws
and individual companies may give you additional rights to limit sharing.
See below for more on your rights under state law. |
| What
happens when I limit sharing for an account I hold jointly with someone
else? |
Your
choices will apply to everyone on your
account |
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| Definitions |
| Affiliates |
Companies
related by common ownership or control. They can be financial and
nonfinancial companies.
Our affiliates include companies which share
common Robinhood branding, including Robinhood Markets, Inc., other
financial companies like TradePMR, Inc. and Bitstamp USA Inc. and its
affiliates, and other non-financial companies like Say Technologies LLC
and Sherwood Media, LLC. |
| Nonaffiliates |
Companies
not related by common ownership or control. They can be financial and
nonfinancial companies.
Nonaffiliates we share with can include service
providers, such as data processors, and advertising partners. |
| Joint
Marketing |
A
formal agreement between nonaffiliated financial companies that together
market financial products or services to you.
Our joint marketing
partners include categories of companies such as tax preparers, mortgage
loan servicers, and estate planners. |
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| Other
important information |
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Other
State Law Rights:
Please see our online privacy notice at notice at
https://robinhood.com/us/en/support/articles/rh-financial-entities-privacy-statement
for additional rights you may be entitled to depending on your state of
residence.
Vermont
Residents:
We will not disclose information about your creditworthiness to our
affiliates and will not disclose your personal information, financial
information, credit report, or health information to nonaffiliated third
parties to market to you, other than as permitted by Vermont law, unless
you authorize us to make those disclosures. Additional information
concerning our privacy policies can be found at
https://robinhood.com/us/en/support/articles/privacy-policy. |
TRUSTEES
AND OFFICERS
Board
of Trustees
The
Trustees of the Fund, their years of birth, addresses, positions held, lengths
of time served, their principal business occupations during the past five years,
the number of portfolios in the Fund Complex overseen by each Trustee and other
Trusteeships, if any, held by the Trustees, are shown below. As required by the
1940 Act, a majority of the Fund’s Trustees are not “interested persons” (as
defined in the 1940 Act) of the Fund (the “Independent Trustees”) and are not
affiliated with the Adviser. The Trustees have been divided into two
groups-Interested Trustees and Independent Trustees. As set forth in the Fund’s
Amended and Restated Declaration of Trust, the Trustees shall be classified,
with respect to the terms for which they severally hold office, into three
classes, as nearly equal in number as possible as determined by the Board of
Trustees, with one class to hold office initially for a term expiring at the
next succeeding annual meeting of Shareholders, another class to hold office
initially for a term expiring at the second succeeding annual meeting of
Shareholders and another class to hold office initially for a term expiring at
the third succeeding annual meeting of Shareholders, and with the members of
each class to hold office until their successors are duly elected and qualify.
At each annual meeting of the Shareholders, the successors to the class of
Trustees whose term expires at such meeting shall be elected to hold office for
a term expiring at the annual meeting of Shareholders held in the third year
following the year of their election and until their successors are duly elected
and qualify. The address of each Trustee is care of the Secretary of the Fund at
85 Willow Road, Menlo Park, California 94025.
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| Name,
Position(s) Held with Fund, Year of Birth, and Class* |
| Length
of Time Served |
| Principal
Occupation During Past 5 Years |
| Number
of Funds in Fund Complex Overseen by Trustee** |
| Other
Directorships Held by Trustee During Past 5 Years |
| Independent
Trustees |
| Class
I |
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Meredith
Whitney
1969 |
| Since
inception |
| Ms.
Whitney is the CEO of Meredith Whitney Advisory Group, LLC, a macro and
strategy-driven investment research firm (since 2009). She also serves as
a senior adviser for the Boston Consulting Group (since 2024). From April
2021 to February 2022, Ms. Whitney was CFO of Kindbody. |
| 1 |
| Ms.
Whitney currently serves as a board member for Enhanced Investment
Products and is also a member of the Advisory Board for the Payne
Institute. |
| Class
II |
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Michael
J. Gallagher
1962 |
| Since
inception |
| Mr.
Gallagher is retired (since 2023). Mr. Gallagher served as a partner of
PricewaterhouseCoopers (“PwC”) (including predecessor firms) from 1996 to
2023. |
| 1 |
| None |
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| Name,
Position(s) Held with Fund, Year of Birth, and Class* |
| Length
of Time Served |
| Principal
Occupation During Past 5 Years |
| Number
of Funds in Fund Complex Overseen by Trustee** |
| Other
Directorships Held by Trustee During Past 5 Years |
| Class
III |
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Jill
E. Sommers
1968 |
| Since
inception |
| Ms.
Sommers is currently a financial services consultant at Jill Sommers LLC
(since 2025). She previously served as a senior advisor for Patomak Global
Partners from May 2014 to February 2025. |
| 1 |
| Ms.
Sommers is currently a Director of the Minneapolis Grain Exchange (since
February 2024), IMC Trading (since January 2025), Bloomberg SEF (since
April 2025) and Tharimmune (since February 2025). She was a Director for
LedgerX from August 2022 to January 2026, for Cboe Global Markets from May
2018 to June 2022, and for Cboe Options/Futures Exchange/SEF (formerly
BATS) from August 2013 to August 2022. |
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| Interested
Trustees*** |
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| Class
I |
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Shiv
Verma
1985 |
| Since
inception |
| Mr.
Verma is the President of the Adviser (since 2025). Mr. Verma is also the
Chief Financial Officer of Robinhood Markets, Inc. starting in February
2026. He previously was the SVP of Finance & Strategy and Treasurer at
Robinhood Markets, Inc. from 2025 to February 2026 and VP of Finance &
Strategy and Treasurer at Robinhood Markets, Inc. from 2021 to
2025. |
| 1 |
| Mr.
Verma currently serves as a board member for Say Technologies
LLC. |
| Class
III |
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Sarah
Pinto
1982 |
| Since
inception |
| Ms.
Pinto is the Chief Investment Officer of the Adviser (since 2026). Ms.
Pinto previously led growth-stage venture investing at Emerson Collective
for over seven years from 2018-2026. |
| 1 |
| Ms.
Pinto served as a Director at Ready Responders, Inc. (dba MyLaurel Health)
from 2020 until 2025, as Board Observer at Pioneer Works, Inc. (dba
Homebase) from 2023 until 2025, as Member of the LP Advisory Committee for
Town Hall Ventures from 2020 until 2025, and as Member of the LP Advisory
Committee for Full In Partners from 2020 until
2025. |
_______________
*Each
of the Independent Trustees serves on the Board’s Audit and Nominating and
Governance Committees.
**“Fund
Complex” comprises registered investment companies for which the Adviser or an
affiliate of the Adviser serves as investment adviser.
***These
Trustees are deemed to be “interested persons” of the Fund as defined in the
1940 Act by reason of their positions with the Adviser and/or the parent of the
Adviser.
Officers
Certain
biographical and other information relating to the officers of the Fund who are
not Trustees is set forth below, including their years of birth, addresses,
positions held, lengths of time served and their principal business occupations
during the past five years.
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| Name,
Position(s) held with Fund, Year of Birth and Address* |
| Length
of Time Served |
| Principal
Occupation During Past 5 Years |
Sarah
Pinto
1982
President |
| Since
January 2026 |
| Ms.
Pinto serves as the Chief Investment Officer of the Adviser (since 2026).
Ms. Pinto previously led growth-stage venture investing at Emerson
Collective for over seven years from 2018 to 2026. |
Josh
Hunter**
1981
Assistant Treasurer, Principal Financial Officer and
Principal Accounting Officer |
| Since
January 2026 |
| Mr.
Hunter has served as a principal financial officer at ACA Group since
2015. In that role, he currently serves as principal financial officer and
treasurer of AGF Investments Trust (since 2015), NEOS ETF Trust (since
2021) and FIS Trust (since August 2025) and previously served in similar
capacities for Precidian ETFs Trust (2015 to 2024), OSI ETF Trust (2016 to
2022), Global Beta ETF Trust (2019 to 2022), TCW ETF Trust (2021 to 2025)
and Tema ETF Trust (2022 to 2026). |
Hom
Whe Tan
1983
Chief Compliance Officer |
| Since
January 2026 |
| Ms.
Tan serves as Chief Compliance Officer of the Adviser (since 2025).
Previously, she served as Vice President, Regulatory & Compliance at
iCapital Network from 2022 through 2025. Prior to joining iCapital, she
was a Director on the Portfolio Compliance team and Head of the Liquidity
Risk Management Committee at Cohen & Steers, beginning in
2020. |
Aaron
Ellias
1985
Counsel and Secretary |
| Since
January 2026 |
| Mr.
Ellias serves as Assistant General Counsel, Asset Management at Robinhood
Markets, Inc. since 2024. He previously worked as Branch Chief and Senior
Counsel in the Chief Counsel’s Office of the Division of Investment
Management at the U.S. Securities and Exchange Commission from 2021 to
2024. Prior to that, Mr. Ellias was a partner in the Investment Funds
group at Kirkland & Ellis. |
Manan
Shah
1979
Treasurer |
| Since
January 2026 |
| Mr.
Shah, MBA, currently serves as Senior Director, Corporate Treasurer at
Robinhood Markets, Inc. since April 2024. Previously, he held the position
of executive director of U.S. Banks Strategy at Morgan Stanley from 2022
to 2024, and served as SVP and treasurer at American Challenger
Development Corporation from 2021 to 2022. Prior to that, Mr. Shah was
executive director of treasury at E*TRADE for 17 years, overseeing areas
such as liquidity risk management, capital structure, and enterprise cash
management. |
__________________
*The
address of each officer is care of the Secretary of the Fund at 85 Willow Road,
Menlo Park, California 94025.
** The
Fund has engaged ACA Group to provide a qualified individual to serve as
Assistant Treasurer, Principal Financial Officer and Principal Accounting
Officer. Mr. Hunter is an employee of ACA Group and serves in these capacities
pursuant to the Fund’s arrangement with ACA Group.
The
Statement of Additional Information for the Fund includes additional information
about the Trustees and Officers and is available without charge, upon request,
by calling 877-389-1648 or by writing to the Fund at 85 Willow Road, Menlo Park,
California 94025. The statement of additional information is also available on
https://robinhood.com/us/en/ventures/rvi.
PROXY
VOTING POLICIES AND PROCEDURES
If
applicable, a copy of (1) the Fund’s policies and procedures with respect to the
voting of proxies relating to the Fund’s investments; and (2) how the Fund voted
proxies relating to Fund investments during the most recent period ended June
30, is available without charge, on the Securities and Exchange Commission’s
website at http://www.sec.gov.
QUARTERLY
PORTFOLIO SCHEDULE
The
Fund also files a complete schedule of portfolio holdings with the Securities
and Exchange Commission for the Fund’s first and third fiscal quarters on Form
N-PORT. The Fund’s Form N-PORT filings, beginning with the N-PORT for the period
ended June 30, 2026, will be available on the Securities and Exchange
Commission’s website at http://www.sec.gov.
DIVIDEND
REINVESTMENT PLAN
To
the extent the Fund determines to pay distributions in the future, the Fund has
established a Dividend Reinvestment Plan (“DRIP”) administered by EQ. Pursuant
to the DRIP, any dividends or other distributions, net of any applicable U.S.
federal withholding tax, paid by the Fund will be reinvested automatically in
the Shares of the Fund. As a result, if the Board authorizes, and the Fund
declares, a cash dividend or other distribution, that dividend or other
distribution will be automatically reinvested in additional Shares, rather than
being paid to Shareholders in cash. In this way, Shareholders can maintain an
undiluted investment while still allowing the Fund to pay out distributable
income. Other than through the DRIP, the Fund has no current plan to issue
additional Shares following the completion of this offering.
Shareholders
automatically participate in the DRIP, unless and until a Shareholder elects to
withdraw from the DRIP. A Shareholder who does not wish to participate in the
DRIP and have distributions automatically reinvested may terminate participation
in the DRIP at any time by written instructions to that effect to EQ at 1110
Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120. Shareholders who
elect not to participate in the DRIP will receive all distributions in cash paid
to the Shareholder of record (or, if the Shares are held in street or other
nominee name, then to such nominee). Such written instructions must be received
by EQ three days prior to the record date of the distribution or the Shareholder
will receive such distribution in Shares through the DRIP. Under the DRIP, the
Fund’s distributions to Shareholders are automatically reinvested in full and
fractional Shares as described below.
When
the Fund declares a distribution, EQ, on the Shareholder’s behalf, will receive
additional authorized Shares from the Fund. The Shares are acquired either (i)
through receipt of additional unissued but authorized Shares from the Fund
(“Newly Issued Shares”) or (ii) by purchase of outstanding Shares on the open
market (“Open-Market Purchases”) on the NYSE or elsewhere. If, on a dividend
payment date, the Fund’s NAV is equal to or less than the market price per Share
on the NYSE plus estimated brokerage commissions (such condition being referred
to as “market premium”), EQ will invest the dividend amount in Newly Issued
Shares on behalf of the Shareholder. The number of Newly Issued Shares to be
credited to the Shareholder’s account will be determined by dividing the dollar
amount of the dividend by the Fund’s NAV per Share on the date the Shares are
issued, unless the Fund’s NAV is less than 95% of the then-current market price
per Share, in which case the dollar amount of the dividend will be divided by
95% of the then-current market price per Share on the NYSE. If on the dividend
payment date the Fund’s NAV is greater than the market price per Share on the
NYSE, EQ will invest the dividend amount in Shares acquired on behalf of the
Shareholder in Open-Market Purchases. Although a Shareholder may from time to
time have an undivided fractional interest in Shares of the Fund within the
operation of the DRIP, and distributions made on fractional shares will be
credited to the Shareholder’s account, no fractional Shares will be transferred.
In the event of termination of a Shareholder’s account under the DRIP, EQ will
either (i) continue to hold such Shareholder’s Shares in book-entry form, or
(ii) transfer a whole number of Shares to a financial intermediary of
such
Shareholder’s choosing; in either case disbursing to the Shareholder an amount
of cash equal to the value of any fractional Shares held, valued at the market
value of the Fund’s Shares at the time of termination.
EQ’s
service fee, if any, and expenses for administering the plan will be paid for by
the Fund. There will be no brokerage charges to Shareholders with respect to
Shares issued directly by the Fund as a result of dividends or other
distributions payable either in Shares or in cash. However, each participant
will pay a pro-rata share of brokerage commissions incurred with respect to EQ’s
Open-Market Purchases in connection with the reinvestment of cash
dividends.
EQ
will maintain all Shareholder accounts and furnish written confirmations of all
transactions in the accounts, including information needed by Shareholders for
personal and tax records. EQ will hold Shares in the account of the Shareholders
in non-certificated form in the name of the participant, and each Shareholder’s
proxy, if any, will include those Shares purchased pursuant to the DRIP. EQ will
distribute all proxy solicitation materials, if any, to participating
Shareholders.
In
the case of Shareholders, such as banks, brokers or nominees, that hold Shares
for others who are beneficial owners participating under the DRIP, EQ will
administer the DRIP on the basis of the number of Shares certified from time to
time by the record Shareholder as representing the total amount of Shares
registered in the Shareholder’s name and held for the account of beneficial
owners participating under the DRIP.
Neither
EQ nor the Fund shall have any responsibility or liability beyond the exercise
of ordinary care for any action taken or omitted pursuant to the DRIP, nor shall
they have any duties, responsibilities or liabilities except such as expressly
set forth herein. Neither EQ nor the Fund shall be liable hereunder for any act
done in good faith or for any good faith omission to act, including, without
limitation, failure to terminate a participant’s account promptly upon receipt
of written notice of such participant’s death, or with respect to prices at
which Shares are purchased or sold for the participant’s account and the terms
on which such purchases and sales are made, subject to applicable provisions of
the federal securities laws.
The
automatic reinvestment of distributions will not relieve participants of any
federal, state or local income tax that may be payable (or required to be
withheld) on such distributions.
The
Fund may elect to make non-cash distributions to Shareholders. Such
distributions are not subject to the DRIP, and all Shareholders, regardless of
whether or not they are participants in the DRIP, will receive such
distributions in additional Shares of the Fund.
The
Fund reserves the right to amend or terminate the DRIP. There is no direct
service charge to participants with regard to purchases under the DRIP; however,
the Fund reserves the right to amend the DRIP to include a service charge
payable by the participants.
Additional
information about the DRIP may be obtained by contacting EQ by mail at 1110
Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 or by telephone at
800-937-5449.
APPROVAL
OF INVESTMENT MANAGEMENT AGREEMENT
At
a meeting held on January 21, 2026, the Board of Trustees (the “Board”) of
Robinhood Ventures Fund I (the “Fund”), including the trustees who are not
“interested persons” of the Fund (the “Independent Trustees”) as defined in the
Investment Company Act of 1940, as amended (the “1940 Act”), met in person (the
“Meeting”) to discuss, among other things, the initial approval of the proposed
investment advisory agreement between Robinhood Ventures DE, LLC (the “Adviser”)
and the Fund (the “Advisory Agreement”), for an initial two-year period.
In
advance of the Meeting, the Board requested and received from the Adviser
information about the Fund, the Adviser and the Advisory Agreement, certain
portions of which are discussed below. Prior to the approval, the Independent
Trustees had the opportunity to review the materials provided and met privately
to discuss the proposal without representatives of the Adviser present. The
Board also received a memorandum from Independent Trustee counsel discussing the
legal standards under the 1940 Act and other applicable law for their
consideration of the proposed approval of the Advisory Agreement.
In
evaluating the approval of the Advisory Agreement, the Trustees assessed and
weighed several considerations that they believed to be relevant, including in
light of the legal advice furnished to them by Independent Trustee counsel, and
made a decision in the exercise of their own business judgment. They considered
a variety of factors, including those discussed below. In their deliberations,
the Board and the Independent Trustees did not identify any particular factor
that was controlling, and each Trustee may have attributed different weights to
the various factors. The summaries below do not identify all the matters
considered by the Board but provide a summary of the principal matters the Board
considered in arriving at the determination to approve the Advisory
Agreement.
Following
its review and consideration, the Board, including the Independent Trustees,
determined that the terms of the Advisory Agreement were reasonable and that the
approval of such Agreement was in the best interests of the Fund. The Board,
including all the Independent Trustees, unanimously approved the Advisory
Agreement for an initial two-year term through January 21, 2028.
Consideration
and Approval of Investment Advisory Agreement
Materials
Reviewed and the Review Process:
Prior
to approving the Advisory Agreement, the Independent Trustees had requested and
had been provided with detailed materials relating to the Fund, the Adviser, and
the Advisory Agreement. The materials, among other things, included information
about the Adviser’s business, financial condition, and operations; information
regarding the background and experience of relevant personnel who would be
providing services to the Fund; information about the investment advisory,
investment management, administrative and any other material services proposed
to be rendered by the Adviser or its affiliates to the Fund, including
information about the Adviser’s portfolio management process; information
comparing the proposed investment advisory fees and estimated expense ratios to
those of a group of comparable funds; information about the Adviser’s estimated
profitability; and information about the Adviser’s policies and procedures,
including its overall program for compliance and risk management; and
information related to the Adviser’s engagement and oversight of third party
service providers.
Factors
Considered:
Nature,
Extent and Quality of the Services: The
Trustees received and considered information regarding the nature, extent and
quality of services to be provided to the Fund under the proposed Advisory
Agreement. The Trustees reviewed and considered, among other things, the
investment research and decision-making processes proposed to be utilized by the
Adviser, including the methods adopted to seek to achieve the Fund’s investment
objectives and strategies and the ability of the Adviser to implement such
strategies in a manner consistent with the Fund’s policies and restrictions as
well as the Adviser’s risk management process. The Trustees considered the
background and experience of the Adviser’s personnel, including the
qualifications, background and responsibilities of the key investment personnel
that would be responsible for servicing the Fund. The Trustees considered the
Adviser’s experience, strengths and reputation within the industry; the
personnel, operations, financial condition, and investment management
capabilities, including the investment processes, methodologies and resources of
the Adviser; and the Adviser’s compliance infrastructure, as demonstrated by,
among other things, its policies and procedures reasonably designed to prevent
violations of the federal securities laws. Following consideration of such
information, the Board was satisfied with the nature, extent and quality of
services to be provided by the Adviser to the Fund and its shareholders under
the Advisory Agreement and determined that the Fund was likely to benefit from
the nature, quality and extent of these services, as well as the Adviser’s
ability to render such services based on the Adviser’s experience, personnel,
operations and resources.
Performance:
The
Board noted that, as the Fund had not yet commenced investment operations, there
was no investment performance to evaluate for the Fund.
Costs
of Services and Profits to be Realized by the Adviser: The
Board considered the estimated expenses of the Fund and the proposed management
fee to be paid to the Adviser pursuant to the Advisory Agreement. The Board
reviewed the proposed management fee in comparison to the management fees of
other closed-end funds that generally share the Fund’s investment strategy of
investing primarily in private issuers (the “Comparable Funds”). The Comparable
Funds comprised five listed and unlisted closed-end funds, with the latter
consisting of interval and
tender
offer funds. The Board noted the relative scarcity of funds directly comparable
to the Fund at this time. Additionally, the Board considered that the Adviser
had proposed a management fee waiver, pursuant to which the Adviser would waive
the management fee from 2.00% to 1.00% of net assets for a six-month period
following the Fund’s IPO. The Board also noted that the Adviser would not
collect incentive fees, carried interest, or other performance-based fees in
addition to the management fee and contrasted the Fund’s proposed fee structure
with those of the Comparable Funds. The Board also considered the Fund’s
estimated expense ratios compared to the expenses of the Fund’s peers. The Board
also considered information about the Adviser’s estimated profitability with
respect to the services to be provided to the Fund.
After
consideration of the foregoing, the Board found that the proposed management fee
to be paid to the Adviser, in light of the nature and quality of the services to
be provided, the costs associated with implementing and monitoring the Fund’s
investment strategy and other factors, was fair and reasonable. Additionally,
the Board determined the estimated profitability to be reasonable in light of
the assumptions such analysis was based on.
Economies
of Scale: The
Board reviewed and considered the extent to which the Adviser may realize
economies of scale, if any, as the Fund grows larger and whether the Fund’s
proposed advisory fee structure reflects any potential economies of scale for
the benefit of shareholders. Since the Fund had not commenced operations, and
the eventual aggregate amount of assets was uncertain, specific information
concerning the extent to which potential economies of scale may be expected to
be realized as the Fund grows was not available to evaluate. The Board
recognized the uncertainty in launching a new investment product and estimating
future asset levels.
Other
Benefits to the Adviser: The
Trustees reviewed and considered any ancillary benefits derived or to be derived
by the Adviser from its relationship with the Fund. The Board also considered
that the Adviser may experience reputational “fall-out” benefits based on the
success of the Fund.
Conclusion:
No
single factor was determinative to the decision of the Board. Having requested
and reviewed such information from the Adviser as the Board believed to be
reasonably necessary to evaluate the terms of the Advisory Agreement, the
Trustees concluded that the compensation to be paid to the Adviser under the
Advisory Agreement was reasonable and that the approval of the Advisory
Agreement was in the best interests of the Fund.
Investment
Advisor
Robinhood
Ventures DE, LLC
Menlo
Park, CA
Legal
Counsel
Davis
Polk & Wardwell LLP
Washington,
DC
Independent
Registered Public Accounting Firm
Ernst
& Young LLP
New
York, NY
Administrator
and Accounting Agent
U.S.
Bancorp Fund Services, LLC
Milwaukee,
WI
Transfer
Agent
Equiniti
Trust Company
New
York, NY
Custodian
U.S.
Bank, N.A.
Cincinnati,
OH
