SecProbe.io

CORRESP
1
filename1.htm

June 28, 2024

VIA EDGAR
==========
David P. Mathews

David Manion
Division of Investment Management
Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549

 RE: Connetic Ventures Fund; File Nos. 333-274892 and 811-23906

Dear Mr. Mathews,

On October 6, 2023, Connetic
Ventures Fund (the “Fund” or the “Registrant”) filed a registration statement under the Securities Act of
1933 on Form N-2 (the “Registration Statement”). On November 13, 2023, you provided written comments regarding the
Registration Statement. The Registrant responded to these comments on April 16, 2024, in a correspondence filing (the “Initial
Response Letter”) along with Pre-Effective Amendment No. 1 to the Registration Statement (the “Initial
Amendment”).

On April 29 and May 24, 2024,
you provided oral comments regarding the Initial Response Letter and the corresponding changes to the Initial Amendment. Please find below
your comments and the Registrant’s responses to them.

INITIAL RESPONSE LETTER

 1. Comment: The staff notes that neither Connetic Ventures LLC (the manager to 908 Investments LLC
(the “Predecessor Fund”)) nor Connetic RIA LLC, the investment adviser to the Registrant (the “Adviser”), has
filed a registration as an investment adviser to date. Please advise us on the status of any such registrations (as of May 13).

Response: The Adviser confirmed that
it filed its registration as an investment adviser on Form ADV on May 20, 2024.

 2. Comment: In response to Comment 7 under General Comments, you stated that:

The Fund is the only client of the Adviser
and its affiliates, so there is no conflict of interest in allocating investment opportunities. Employees of the Adviser also do not invest
alongside the Fund in the portfolio companies. The Adviser does not believe there are any conflicts that may arise in relation to its
selection of investments, use of techniques or use of technologies that have the potential effect of increasing the compensation or earnings
of the Adviser or of affiliates of the Adviser.

Please clarify your response regarding
conflicts with allocation opportunities or the Adviser’s use of technologies and techniques that may increase compensation. In your
response, please address prior investment activities and any plans of the Adviser and its affiliates to expand their advisory business
in light of the following public statements or filings.

 · We note a prior form D filing for a private offering of Connetic Fund LLC and the predecessor funds pointed
out in the response.

 · The staff notes several SOS filings relating to other Connetic entities (e.g., Connetic ARGI LLC, Connetic
Venture Funds (DBA), Connetic Community Initiatives LLC, Connetic Ventures Holdings, Inc., Connetic Angels (DBA)).

 · The public statements attributed to the Adviser’s head of investments in a September 2023 Venture
Capital Journal article indicating an intent to use the Adviser’s artificial intelligence technologies beyond the fund to create
a wide network of venture capital firms for co-investments, deal flow, and embrace the Adviser’s technologies.

To the extent the above prior or future
may create conflicts of interest not currently addressed in the prospectus, please expand the disclosure to include them.

Response: The Connetic Fund LLC
is currently managed by Wendal, Inc., the parent company of the Adviser. Wendal and the Adviser confirmed that the Connetic Fund has had
no recent activity and will liquidate after its final portfolio company has an exit event.

Regarding the other Connetic-related entities:

 · Connetic ARGI LLC is a special-purpose vehicle not managed by the Adviser or affiliates. Instead, Cerity
Partners (formerly ARGI Financial) is the manager.

 · Connetic Community Initiative and Connetic Angels were community projects run by Connetic Ventures Holdings
Inc. All three entities ceased operations when Wendal acquired Connetic Ventures Holdings. Wendal is in the process of winding down these
organizations.

The Registrant reiterates that it is presently
the only client being actively managed by the Adviser, which has no plans to launch additional investment products with investment objectives
and strategies similar to those of the Registrant. However, the Adviser acknowledges that its affiliate’s prior investment activities
include the private offering of Connetic Fund LLC. Despite these historical activities, none currently impact the investment opportunity
allocation for the Fund.

The Adviser confirms that the proprietary
technology it uses is owned by Wendal, which may license the technology as a Software-as-a-Services platform for other asset managers
to use for deal flow, data management, and investment analysis. Wendal does not intend to create any type of syndication using the technology.

The Adviser employs advanced machine learning
technologies and innovative investment techniques to identify and evaluate investment opportunities for the Fund. While these tools currently
serve the Fund’s interests, the Adviser may use them for other business means. If the Adviser or its affiliates expand their advisory
business or establish new funds, there could be potential conflicts in allocating investment opportunities between the Fund and other
clients. The Adviser is committed to implementing policies and procedures to ensure fair and equitable allocation of investment opportunities
in such circumstances. These policies will be designed to mitigate conflicts. They will include criteria for determining the allocation
of investments, which may involve factors such as each client’s investment strategy, objectives, and legal or regulatory requirements.
Therefore, after further consideration of the staff’s position and considering the prior activity of the Adviser’s affiliates,
the Registrant has added the following disclosure to the prospectus.

Management of Other Investment Products:
The Adviser, or its affiliates, may serve as an investment adviser to other investment products or accounts in the future, which may
have investment strategies that overlap with those of the Fund. This could result in conflicts of interest when allocating investment
opportunities among the Fund and those other investment products or accounts. While the Adviser currently operates with the Fund as its
sole client, should it take on additional clients, it will seek to manage these conflicts of interest by establishing and maintaining
a fair and equitable allocation policy. Decisions regarding the allocation of investment opportunities will be made by considering the
investment objectives, management styles, restrictions, and portfolio holdings of the Fund and other advised accounts to ensure that the
Fund is not disadvantaged.

Use of Proprietary Technology: The
Adviser utilizes proprietary technology, including algorithms and data analytics tools, to screen and manage investments. These technologies
provide a competitive edge in identifying and capitalizing on investment opportunities; however, they may also be used for other business
purposes beyond the Fund. To mitigate such conflicts, the Adviser will disclose any material benefits from using these technologies not
shared with the Fund. Additionally, the Adviser will establish protocols to ensure that the Fund’s interests are prioritized and
that any use of technology or techniques that could potentially increase the Adviser’s compensation or earnings is transparently
disclosed and managed by regulatory requirements.

To address any potential conflicts of interest
that may arise from the Adviser’s use of its proprietary technologies, the Adviser commits to the following:

 1. Prioritizing the Fund’s access to these proprietary tools to maintain the Fund’s competitive
advantage in screening and selecting investment opportunities.

 2. Regularly evaluate and update our technology to maintain its efficacy and address any identified biases
or errors that could affect investment decisions.

 3. Disclosing any circumstances where the Adviser’s or its affiliate’s proprietary technology
is licensed to or used by third parties and any potential impact this may have on the Fund.

 4. Implementing safeguards to ensure that any technology-related conflicts of interest are identified and
managed in the best interests of the Fund and the Adviser’s other clients.

The Adviser will continually monitor potential
conflicts of interest and implement appropriate measures to ensure that the Fund’s and its shareholders’ interests are managed
fairly. The ongoing commitment to rigorous conflict of interest policies and transparently managing such issues is integral to maintaining
the trust and confidence of the Fund’s shareholders.

 3. Comment: In response to Comment 18. a, you noted that the Registrant expects to acquire all the
assets and liabilities of 908 Investments LLC, a private investment vehicle limited to accredited investors. You said that 908 Investments
is the successor to the merger of CFSPV5 LLC and SeedFund SPV LLC. The staff noted that according to your response, CFSPV5 had $36 million
in assets, and the Seed Fund had $8 million in assets, but immediately before the reorganization, 908 Investments was expected to have
only $38 million in assets. In correspondence, explain whether the anticipated decrease in assets before the reorganization will result
from transfers of portfolio assets to affiliates and third parties and, if so, the reasons for such transfers or due to expected redemptions
from existing investors before the reorganization for any other reasons.

Response: In our previous correspondence,
we indicated that post-merger, 908 Investments LLC would possess assets totaling $38 million as of the merger date on April 5, 2024, reflecting
a consolidation of CFSPV5 LLC, which had $29.6 million in assets, and SeedFund SPV LLC, which had $8.6 million in assets. We wish to clarify
that this representation contained a typographical error. The total assets expected for 908 Investments LLC following the reorganization
are $38.2 million.

The Registrant and the Adviser do not expect
any asset decrease before 908 Investments reorganizes into the Fund due to transfers to affiliates, third parties, or expected redemptions.

We apologize for any confusion this error
may have caused and appreciate the opportunity to correct the record. The Registrant and the Adviser have reviewed all relevant materials
and can confirm that the corrected amount accurately reflects 908 Investments’ current assets.

 4. Comment: In response to Comment 18. b, in which the staff asked you to “[i]dentify which
1940 Act Rule, no-action letter, or exemptive relief will be relied upon to permit the contemplated Reorganization and provide an analysis
as to how such reliance is appropriate notwithstanding the prohibitions of Section 17 of the 1940 Act and rules thereunder, you noted
that the Registrant intends to rely on the GuideStone Financial et al., SEC No-Action Letter (pub. avail. December 27, 2006) (the “Guidestone
Letter”). Please note that the Division of Investment Management’s Office of Chief Counsel is reviewing all correspondence
related to the Guidestone Letter and may have additional comments on your response.

In the meantime, concerning the Guidestone
Letter, given that the assets of the Predecessor Fund consist of private investments for which market quotations are not available and
in light of the conditions upon which the Guidestone Letter’s relief was granted, please advise in correspondence whether the board
of trustees of the Fund (the “Board”) will receive a valuation of the Predecessor Fund assets prepared by an unaffiliated
independent evaluator with expertise in the valuation of securities and other financial assets. If not, provide further details in correspondence
regarding the valuation procedures of the Predecessor Fund, the Adviser’s process for fair valuing Predecessor Fund assets, and
the Board’s review of the Adviser’s internal fair valuation.

Response: We appreciate the Division
of Investment Management’s active review of our reliance on the GuideStone Letter for the contemplated reorganization of 908 Investments
LLC into the Registrant.

Regarding the valuation of the Predecessor
Fund’s private investment assets for which market quotations are not readily available, the Registrant and the Adviser confirm the
following procedures, which we believe to be compliant with the conditions upon which the Guidestone Letter’s relief was granted:

 · Valuation by Independent Evaluator: The Board will receive a valuation of the Predecessor Fund
assets prepared by an independent evaluator unaffiliated with the Adviser. The Board has proactively engaged an independent public accountant
to conduct a thorough audit of the Predecessor Fund as of April 30, 2024. Integral to this audit is an independent evaluation by recognized
experts of the Predecessor Fund’s assets. This evaluation is designed to ensure a fair and accurate appraisal of all such assets,
particularly those for which public market quotations are not readily available.

 · Valuation Procedures: The Predecessor Fund has established comprehensive valuation procedures,
the same procedures approved by the Board. As the Board’s valuation designee, the Adviser systematically implements these procedures
under the Board’s oversight. The Adviser has assured the Board that the valuation procedures of the Predecessor Fund comply with
applicable regulatory requirements and industry standards. For consistency and adherence to best practices, these procedures have been
designed to align with those currently employed by the Fund. We believe this integration of valuation methodology supports the integrity
of the reorganization process and guards against potential conflicts of interest or valuation discrepancies.

 · Fair Valuation Process: The Adviser’s process for fair valuing the Predecessor Fund’s
assets includes, but is not limited to, an in-depth analysis of the asset’s underlying financial and operational performance, recent
investment transactions involving similar securities, third-party appraisals when available, and input from market participants. These
methodologies are applied consistently and reviewed periodically to ensure they meet industry standards and regulatory expectations.

 · Board Oversight: The Board will conduct a rigorous review of the Adviser’s fair valuation
of the Predecessor Fund’s assets before the reorganization. Before the completion of the reorganization, the Board will receive
a comprehensive report on the audit’s findings and expert evaluations. The Board will review this report to ensure a robust understanding
of the values assigned to assets being transferred to the Fund.

 5. Comment: Regarding your response to Comment 18. c, you noted that investors in the predecessor
funds received a notice and information statement regarding reorganizing the funds into 908 Investments LLC and, ultimately, into the
Registrant. In addition to information about the reorganization provided to existing interest holders in the predecessor funds, please
advise in correspondence what information will be provided or available to the Fund’s shareholders post-reorganization regarding
the reorganization and portfolio assets transferred to the Fund.

Response: The Fund intends to file
audited financial statements relating to the Predecessor Fund for the period ended April 30, 2024, as an exhibit to the Fund’s Registration
Statement. The audited financial statements will include a Schedule of Investments, other financial information related to the Predecessor
Fund’s portfolio, and the valuation of those investments. Additionally, the Fund will file a material update to its Registration
Statement to include the Predecessor Fund’s performance.

PROSPECTUS

Prospectus Summary

 6. Comment: In the Initial Amendment, the staff notes the removal of the no operating history ri