As filed with the Securities and Exchange Commission on June 13, 2025
Investment Company Act File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO.
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (
c/o Central Park Advisers, LLC
(Name and Address of Agent for Service)
Copy to:
Stuart H. Coleman, Esq.
Stradley Ronon Stevens & Young, LLP
100 Park Avenue, Suite 2000
New York, NY 10017
212-812-4125
Check each box that appropriately characterizes the Registrant:
| Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")). |
| Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act of 1933 (the "Securities Act")). |
| Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934. |
| ☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
| New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
This Registration Statement has been filed by Registrant pursuant to Section 8(b) of the Investment Company Act. However, interests in the Registrant are not being registered under the Securities Act, since such interests will be issued solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(a)(2) of the Securities Act. Investment in the Registrant may be made only by individuals or entities which are "accredited investors" within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interest in the Registrant.
CPG FOCUSED ACCESS FUND, LLC
Supplement to the Confidential Memorandum dated April 1, 2024,
as amended or supplemented from time to time (the "Memorandum")
A Registration Statement TO WHICH THE MEMORANDUM RELATES has been filed by CPG FOCUSED ACCESS FUND, LLC (THE "FUND"), pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, UNITS OF LIMITED LIABILITY COMPANY INTERESTS (the "Units") of the FUND are not registered under the Securities Act of 1933, as amended (the "1933 Act"), since such UNITS ARE issued solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(A)(2) of the 1933 Act. InvestmentS in the FUND may be made only by individuals or entities which are "accredited Investors" within the meaning of Regulation D under the 1933 Act. The MEMORANDUM, as supplemented, does not constitute an offer to sell, or the solicitation of an offer to buy, any UNITS. Units of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured financial institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. The Fund is an illiquid investment. Investors have no right to require the Fund to redeem their Units.
BY ACQUIRING UNITS OF THE FUND, AN INVESTOR ACKNOWLEDGES AND AGREES THAT: (I) ANY INFORMATION PROVIDED BY THE FUND, Central park ADVISERS, LLC, THE FUND'S INVESTMENT ADVISER (THE "ADVISER"), OR ANY AFFILIATES THEREOF (INCLUDING INFORMATION SET FORTH IN THE MEMORANDUM) IS NOT A RECOMMENDATION TO INVEST IN THE FUND AND THAT NONE OF THE FUND, THE ADVISER OR ANY AFFILIATES THEREOF IS UNDERTAKING TO PROVIDE ANY INVESTMENT ADVICE TO THE INVESTOR (IMPARTIAL OR OTHERWISE), OR TO GIVE ADVICE TO THE INVESTOR IN A FIDUCIARY CAPACITY IN CONNECTION WITH AN INVESTMENT IN THE FUND AND, ACCORDINGLY, NO PART OF ANY COMPENSATION RECEIVED BY THE ADVISER IS FOR THE PROVISION OF INVESTMENT ADVICE TO THE INVESTOR; AND (II) THE ADVISER HAS A FINANCIAL INTEREST IN THE INVESTOR'S INVESTMENT IN THE FUND ON ACCOUNT OF THE FEES IT EXPECTS TO RECEIVE FROM THE FUND AS DISCLOSED IN THE MEMORANDUM, THE FUND'S LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED FROM TIME TO TIME, AND ANY OTHER FUND GOVERNING DOCUMENTS.
CPG Focused Access Fund, LLC—Supplement
June 2025
The information set forth below supplements and supersedes information contained in the Memorandum of CPG Focused Access Fund, LLC (the "Fund"). Prospective Investors are urged to read carefully the Fund's Memorandum and Limited Liability Company Agreement, as amended and restated from time to time (the "Limited Liability Company Agreement"). Capitalized terms not otherwise defined herein shall have the same meaning as provided in the Memorandum. If the prospective Investor wishes to invest in the Fund, the Investor must complete, execute and return the Fund's Investor Application/Subscription Agreement.
* * *
This Supplement advises Investors that the Fund will change its name from CPG Focused Access Fund, LLC to Macquarie Focused Access Fund, LLC and the Fund's investment adviser will change its name from Central Park Advisers, LLC to Macquarie Wealth Advisers, LLC, with both changes to be effective on or about July 1, 2025 (the “Effective Date”).
Accordingly, as of the Effective Date, the name of the Fund is amended throughout the Memorandum to "Macquarie Focused Access Fund, LLC" and the name of the Fund's investment adviser is amended throughout the Memorandum to "Macquarie Wealth Advisers, LLC".
The Fund has amended and restated its Limited Liability Company Agreement to reflect the changes to the name of the Fund and its investment adviser. A copy of the Form of Second Amended and Restated Limited Liability Company Agreement has been filed with the SEC, and will be furnished to investors upon request.
If you have any questions, or already have completed an Investor Application/Subscription Agreement in connection with subscribing for Units and wish to discuss further your investment with the Adviser, please feel free to contact the Adviser at (212) 317-9200.
Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
| -2- |
PART C. OTHER INFORMATION
Item 25. Financial Statements and Exhibits.
| 1. | Financial Statements: | |
| The audited financial statements of the Registrant for the fiscal year ended April 30, 2024, including the report of the Registrant's independent registered public accounting firm, and the unaudited financial statements of the Registrant for the semi-annual period ended October 31, 2024, are incorporated by reference to the Registrant's Annual Report and Semi-Annual Report, respectively. | ||
| * | Filed herewith. |
Item 26. Marketing Arrangements: Not Applicable.
Item 27. Other Expenses of Issuance and Distribution:*
Legal fees
Blue Sky fees
Printing
Miscellaneous
Total
| * | Incorporated by reference to Amendment No. 1. |
Item 28. Persons Controlled by or Under Common Control with Registrant:
No person is directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by Macquarie Wealth Advisers, LLC, the adviser of the Registrant (the "Adviser"). Information regarding the ownership of the Adviser is set forth in its Form ADV as filed with the Securities and Exchange Commission (the "SEC") (File No. 801-67480), and is incorporated herein by reference.
Item 29. Number of Holders of Securities as of April 30, 2025:
| Title of Class | Number of Record Holders | ||
| Class F1 Units | 3,723 | ||
| Class F2 Units | 424 | ||
| Class A Units | 128 | ||
| Class I Units | 1,436 |
Item 30. Indemnification:
Reference is made to Section 3.7 of the Registrant's Form of Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), filed herewith as Exhibit (a)(3), and to Paragraph 7 of the Registrant's Form of Amended and Investment Advisory Agreement (the "Investment Advisory Agreement"), filed herewith as Exhibit (g)(1). The Registrant hereby undertakes that it will apply the indemnification provisions of the LLC Agreement and the Investment Advisory Agreement in a manner consistent with Release 40-11330 of the SEC under the Investment Company Act of 1940, as amended (the "1940 Act"), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in effect.
The Registrant maintains insurance on behalf of any person who is or was an independent director, officer, employee or agent of the Registrant against certain liability asserted against and incurred by, or arising out of, his or her position. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify.
Item 31. Business and Other Connections of Investment Adviser:
A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the Confidential Memorandum in the section entitled "Management of the Fund." Information as to the members and officers of the Adviser is included in its Form ADV as filed with the SEC (File No. 801-67480), and is incorporated herein by reference.
Item 32. Location of Accounts and Records:
UMB Fund Services, Inc., the Registrant's administrator, maintains certain required accounting related and financial books and records of the Registrant at 235 West Galena Street, Milwaukee, Wisconsin 53212. The other required books and records are maintained by Macquarie Wealth Advisers, LLC, 660 Fifth Avenue, New York, New York 10103.
Item 33. Management Services: Not Applicable.
Item 34. Undertakings: Not Applicable.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 13th day of June, 2025.
| CPG FOCUSED ACCESS FUND, LLC | ||
| By: | /s/ Alex Lee | |
| Alex Lee | ||
| Authorized Person | ||