UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number811-23355
CPG FOCUSED ACCESS FUND, LLC
(Exact name of registrant as specified in charter)
805 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
Mitchell A. Tanzman
c/o Central Park Advisers, LLC
805 Third Avenue
New York, NY 10022
(Name and address of agent for service)
Registrant's telephone number, including area code:(212) 317-9200
Date of fiscal year end:April 30
Date of reporting period:October 31, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
CPG Focused Access Fund, LLC
Financial Statements
(Unaudited)
For the Period from May 1, 2019 to October 31, 2019
CPG Focused Access Fund, LLC
Table of Contents
For the Period from May 1, 2019 to October 31, 2019 (Unaudited)
| |
Schedule of Investments | 1 |
Statement of Assets and Liabilities | 2 |
Statement of Operations | 3 |
Statements of Changes in Net Assets | 4-5 |
Statement of Cash Flows | 6 |
Financial Highlights | 7-10 |
Notes to Financial Statements | 11-17 |
Other Information (Unaudited) | 18 |
CPG Focused Access Fund, LLC
Schedule of Investments(Unaudited)
October 31, 2019
Investment Funds— 100.31% | | Cost | | | Fair Value | | | Percent of Net Assets | | | Next Available Redemption Date1 | | | Liquidity Frequency | |
Coatue Qualified Partners, L.P.2,3 | | $ | 25,520,000 | | | $ | 24,831,528 | | | | 15.42 | % | | | 12/31/2019 | | | | Quarterly | |
Hedge Premier/Millennium International Ltd.2,4,5 | | | 9,000,000 | | | | 9,382,553 | | | | 5.83 | | | | 3/31/2020 | | | | Quarterly | |
Hedge Premier/Millennium USA LP2,3,5 | | | 5,351,558 | | | | 5,562,739 | | | | 3.45 | | | | 3/31/2020 | | | | Quarterly | |
Renaissance Institutional Equities Fund LLC2,3 | | | 30,752,150 | | | | 33,251,336 | | | | 20.65 | | | | 12/31/2019 | | | | Monthly | |
SoMa Partners LP2,3,5 | | | 11,675,537 | | | | 12,258,694 | | | | 7.61 | | | | 12/31/2019 | | | | Quarterly | |
Starboard Value and Opportunity Fund LP2,3 | | | 19,527,075 | | | | 20,144,556 | | | | 12.51 | | | | 3/31/2020 | | | | Quarterly | |
Third Point Partners Qualified L.P.2,3,6 | | | 27,903,225 | | | | 28,333,178 | | | | 17.59 | | | | 12/31/2019 | | | | Quarterly | |
WMQS Global Equity Active Extension Onshore Fund LP2,3 | | | 25,952,150 | | | | 27,789,273 | | | | 17.25 | | | | 11/30/2019 | | | | Monthly | |
Total Investment Funds | | $ | 155,681,695 | | | $ | 161,553,857 | | | | 100.31 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Investments — 100.31% | | | | | | $ | 161,553,857 | | | | | | | | | | | | | |
Liabilities in excess of other assets — (0.31%) | | | | | | | (504,405 | ) | | | (0.31 | ) | | | | | | | | |
Net Assets — 100% | | | | | | $ | 161,049,452 | | | | 100.0 | % | | | | | | | | |
1 | Available frequency of redemptions without a redemption fee after initial lock-up period, if any. Different tranches may have different liquidity terms. Redemption notice periods range from 45 to 90 days. Lock-up periods range from 3 to 12 months. Central Park Advisers, LLC cannot estimate when restrictions will lapse for any fund level gates, suspensions, or side pockets. |
2 | Non-income producing security. |
3 | Investment fund is domiciled in the United States. |
4 | Investment fund is domiciled in the Cayman Islands. |
5 | Subject to a 25% quarterly investor level gate. |
6 | Subject to a 20% quarterly fund level gate. |
See accompanying notes to financial statements.
1
CPG Focused Access Fund, LLC
Statement of Assets and Liabilities(Unaudited)
October 31, 2019
Assets | | | | |
Investments at fair value (cost $155,681,695) | | $ | 161,553,857 | |
Cash | | | 205,458 | |
Investments paid in advance | | | 13,000,000 | |
Receivable from Adviser | | | 679,981 | |
Interest Receivable | | | 177 | |
Prepaid expenses and other assets | | | 93,951 | |
Total Assets | | | 175,533,424 | |
| | | | |
Liabilities | | | | |
Capital contributions received in advance | | | 13,173,455 | |
Payable to Adviser | | | 835,839 | |
Professional fees payable | | | 265,656 | |
Distribution and Servicing fee payable | | | 138,241 | |
Directors’ fees payable | | | 70,781 | |
Total Liabilities | | | 14,483,972 | |
Net Assets | | $ | 161,049,452 | |
| | | | |
Composition of Net Assets: | | | | |
Paid-in capital | | $ | 156,616,219 | |
Total distributable earnings | | | 4,433,233 | |
Net Assets | | $ | 161,049,452 | |
| | | | |
Net Assets Attributable to: | | | | |
Class A Units | | $ | 36,278,008 | |
Class F1 Units | | | 85,007,893 | |
Class F2 Units | | | 26,596,897 | |
Class I Units | | | 13,166,654 | |
| | $ | 161,049,452 | |
| | | | |
Units of Limited Liability Company Interests Outstanding (Unlimited Number of Units Authorized): | | | | |
Class A Units | | | 2,420,424 | |
Class F1 Units | | | 8,029,094 | |
Class F2 Units | | | 2,494,585 | |
Class I Units | | | 657,205 | |
| | | 13,601,308 | |
| | | | |
Net Asset Value per Unit: | | | | |
Class A Units* | | $ | 14.99 | |
Class F1 Units* | | $ | 10.59 | |
Class F2 Units | | $ | 10.66 | |
Class I Units | | $ | 20.03 | |
* | Class A and Class F1 investors may be charged a sales load up to a maximum of 3.0% on the amount they invest. |
See accompanying notes to financial statements.
2
CPG Focused Access Fund, LLC
Statement of Operations(Unaudited)
For the Period Ended October 31, 2019
Investment Income | | | | |
Interest income | | $ | 1,346 | |
Total Income | | | 1,346 | |
| | | | |
Fund Expenses | | | | |
Management fees | | | 343,996 | |
Distribution and Servicing fee (Class A) | | | 54,701 | |
Distribution and Servicing fee (Class F1) | | | 283,475 | |
Organizational expenses | | | 215,868 | |
Professional fees | | | 165,000 | |
Accounting and administration fees | | | 71,386 | |
Transfer agent fees | | | 67,150 | |
Directors’ and officer fees | | | 45,000 | |
Other fees | | | 12,121 | |
Custody fees | | | 1,800 | |
Total Fund Expenses | | | 1,260,497 | |
Fund expenses reimbursed by the Adviser (See Note 4) | | | (234,917 | ) |
Net Fund Expenses | | | 1,025,580 | |
| | | | |
Net Investment Loss | | | (1,024,234 | ) |
| | | | |
Net Change in Unrealized Appreciation on Investments | | | | |
Net change in unrealized appreciation on investments | | | 1,277,156 | |
Net Change in Unrealized Appreciation on Investments | | | 1,277,156 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 252,922 | |
See accompanying notes to financial statements.
3
CPG Focused Access Fund, LLC
Statements of Changes in Net Assets
| | Period Ended October 31, 2019 (unaudited) | | | Period from November 1, 2018* to April 30, 2019 | |
Changes in Net Assets Resulting from Operations | | | | | | | | |
Net investment loss | | $ | (1,024,234 | ) | | $ | (413,375 | ) |
Net realized loss on investments | | | — | | | | (1,320 | ) |
Net change in unrealized appreciation on investments | | | 1,277,156 | | | | 4,595,006 | |
Net Change in Net Assets Resulting from Operations | | | 252,922 | | | | 4,180,311 | |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 36,336,199 | | | | — | |
Total Class A Transactions | | | 36,336,199 | | | | — | |
| | | | | | | | |
Class F1 Units | | | | | | | | |
Capital contributions | | | 23,941,449 | | | | 57,644,750 | |
Total Class F1 Transactions | | | 23,941,449 | | | | 57,644,750 | |
| | | | | | | | |
Class F2 Units | | | | | | | | |
Capital contributions | | | 10,447,500 | | | | 15,092,321 | |
Total Class F2 Transactions | | | 10,447,500 | | | | 15,092,321 | |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 13,154,000 | | | | — | |
Total Class I Transactions | | | 13,154,000 | | | | — | |
Net Change in Net Assets Resulting from Capital Transactions | | | 83,879,148 | | | | 72,737,071 | |
| | | | | | | | |
Total Net Increase in Net Assets | | | 84,132,070 | | | | 76,917,382 | |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 76,917,382 | | | | — | |
End of period | | $ | 161,049,452 | | | $ | 76,917,382 | |
| | | | | | | | |
4
CPG Focused Access Fund, LLC
Statements of Changes in Net Assets(Continued)
| | Period Ended October 31, 2019 (unaudited) | | | Period from November 1, 2018* to April 30, 2019 | |
Unit Activity | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 2,420,424 | | | | — | |
Net Change in Class A Units Outstanding | | | 2,420,424 | | | | — | |
| | | | | | | | |
Class F1 Units | | | | | | | | |
Capital contributions | | | 2,293,623 | | | | 5,735,471 | |
Net Change in Class F1 Units Outstanding | | | 2,293,623 | | | | 5,735,471 | |
| | | | | | | | |
Class F2 Units | | | | | | | | |
Capital contributions | | | 999,188 | | | | 1,495,397 | |
Net Change in Class F2 Units Outstanding | | | 999,188 | | | | 1,495,397 | |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 657,205 | | | | — | |
Net Change in Class I Units Outstanding | | | 657,205 | | | | — | |
* | Commencement of operations. |
See accompanying notes to financial statements.
5
CPG Focused Access Fund, LLC
Statement of Cash Flows(Unaudited)
For the Period Ended October 31, 2019
Cash Flows From Operating Activities | | | | |
Net increase in net assets from operations | | $ | 252,922 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | |
Net change in unrealized appreciation | | | (1,277,156 | ) |
Purchases of Investments Funds | | | (83,735,000 | ) |
Increase/(Decrease) in Assets: | | | | |
Investments paid in advance | | | (1,650,000 | ) |
Receivable from Adviser | | | (234,917 | ) |
Increase in interest receivable | | | (177 | ) |
Prepaid expenses and other assets | | | 163,248 | |
Increase/(Decrease) in Liabilities: | | | | |
Payable to Adviser | | | 223,298 | |
Professional fees payable | | | 116,551 | |
Distribution and Servicing fee payable | | | 71,965 | |
Directors’ fees payable | | | 70,781 | |
Accounting and administration fees payable | | | (29,183 | ) |
Transfer agent fees payable | | | (23,216 | ) |
Accounts payable and other accrued expenses | | | (8,825 | ) |
Net Cash Used in Operating Activities | | | (86,059,709 | ) |
| | | | |
Cash Flows from Financing Activities | | | | |
Proceeds from capital contributions, including capital contributions received in advance | | | 85,030,353 | |
Net Cash Provided by Financing Activities | | | 85,030,353 | |
| | | | |
Net change in Cash | | | (1,029,356 | ) |
Cash at beginning of period | | | 1,234,814 | |
Cash at end of period | | $ | 205,458 | |
See accompanying notes to financial statements.
6
CPG Focused Access Fund, LLC
Financial Highlights - Class A Units
Per Unit Data and Ratios for a Unit of Limited Liability Company Interest Outstanding Throughout the Period.
| | Period from July 1, 2019* to October 31, 2019 (Unaudited) | |
Per Unit Operating Performance: | | | | |
Net Asset Value, beginning of period | | $ | 15.00 | |
Activity from investment operations:(1) | | | | |
Net investment loss | | | (0.06 | ) |
Net realized and unrealized gain on investments | | | 0.05 | |
Total from investment operations | | | (0.01 | ) |
| | | | |
Net Asset Value, end of period | | $ | 14.99 | |
| | | | |
Net Assets, end of period (in thousands) | | $ | 36,278 | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net investment loss | | | (1.85 | )%(2) |
| | | | |
Gross Expenses(3) | | | 2.16 | %(2) |
Expense Recoupment/(Reimbursement) | | | (0.31 | )%(2) |
Net Expenses(4) | | | 1.85 | %(2) |
| | | | |
Portfolio Turnover Rate | | | 0.00 | %(5) |
Total Return(6) | | | (0.08 | )%(5) |
* | Commencement of offering of Class A units. |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Annualized for periods less than one full year. |
(3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser. |
(4) | Included are other expenses of 0.55% as of October 31, 2019. |
(6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements.
7
CPG Focused Access Fund, LLC
Financial Highlights- Class F1 Units
Per Unit Data and Ratios for a Unit of Liability Company Interest Outstanding Throughout the Period.
| | Period Ending October 31, 2019 (Unaudited) | | | Period from November1,2018* to April 30, 2019 | |
Per Unit Operating Performance: | | | | | | | | |
Net Asset Value, beginning of period | | $ | 10.63 | | | $ | 10.00 | |
Activity from investment operations:(1) | | | | | | | | |
Net investment loss | | | (0.07 | ) | | | (0.06 | ) |
Net realized and unrealized gain on investments | | | 0.03 | | | | 0.69 | |
Total from investment operations | | | (0.04 | ) | | | 0.63 | |
| | | | | | | | |
Net Asset Value, end of period | | $ | 10.59 | | | $ | 10.63 | |
| | | | | | | | |
Net Assets, end of period (in thousands) | | $ | 85,008 | | | $ | 60,966 | |
| | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | |
Net investment loss | | | (1.80 | )%(2) | | | (1.80 | )%(2) |
| | | | | | | | |
Gross Expenses(3) | | | 2.19 | %(2) | | | 3.60 | %(2) |
Expense Recoupment/(Reimbursement) | | | (0.39 | )%(2) | | | (1.80 | )%(2) |
Net Expenses(4) | | | 1.80 | %(2) | | | 1.80 | %(2) |
| | | | | | | | |
Portfolio Turnover Rate | | | 0.00 | %(5) | | | 0.00 | %(5) |
Total Return(6) | | | (0.40 | )%(5) | | | 6.30 | %(5) |
* | Commencement of operations. |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Annualized for periods less than one full year. |
(3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser. |
(4) | Included are other expenses of 0.55% for each period. |
(6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements.
8
CPG Focused Access Fund, LLC
Financial Highlights- Class F2 Units
Per Unit Data and Ratios for a Unit of Limited Liability Company Interest Outstanding Throughout the Period.
| | Period Ending October 31, 2019 (Unaudited) | | | Period from November1,2018* to April 30, 2019 | |
Per Unit Operating Performance: | | | | | | | | |
Net Asset Value, beginning of period | | $ | 10.67 | | | $ | 10.00 | |
Activity from investment operations:(1) | | | | | | | | |
Net investment loss | | | (0.04 | ) | | | (0.03 | ) |
Net realized and unrealized gain on investments | | | 0.03 | | | | 0.70 | |
Total from investment operations | | | (0.01 | ) | | | 0.67 | |
| | | | | | | | |
Net Asset Value, end of period | | $ | 10.66 | | | $ | 10.67 | |
| | | | | | | | |
Net Assets, end of period (in thousands) | | $ | 26,596 | | | $ | 15,951 | |
| | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | |
Net investment loss | | | (1.10 | )%(2) | | | (1.10 | )%(2) |
| | | | | | | | |
Gross Expenses(3) | | | 1.49 | %(2) | | | 2.90 | %(2) |
Expense Recoupment/(Reimbursement) | | | (0.39 | )%(2) | | | (1.80 | )%(2) |
Net Expenses(4) | | | 1.10 | %(2) | | | 1.10 | %(2) |
| | | | | | | | |
Portfolio Turnover Rate | | | 0.00 | %(5) | | | 0.00 | %(5) |
Total Return(6) | | | (0.05 | )%(5) | | | 6.67 | %(5) |
* | Commencement of operations. |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Annualized for periods less than one full year. |
(3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser. |
(4) | Included are other expenses of 0.55% for each period. |
(6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements.
9
CPG Focused Access Fund, LLC
Financial Highlights- Class I Units
Per Unit Data and Ratios for a Unit of Limited Liability Company Interest Outstanding Throughout the Period.
| | Period from July 1, 2019* to October 31, 2019 (Unaudited) | |
Per Unit Operating Performance: | | | | |
Net Asset Value, beginning of period | | $ | 20.00 | |
Activity from investment operations:(1) | | | | |
Net investment loss | | | (0.04 | ) |
Net realized and unrealized gain on investments | | | 0.07 | |
Total from investment operations | | | 0.03 | |
| | | | |
Net Asset Value, end of period | | $ | 20.03 | |
| | | | |
Net Assets, end of period (in thousands) | | $ | 13,167 | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net investment loss | | | (1.10 | )%(2) |
| | | | |
Gross Expenses(3) | | | 1.41 | %(2) |
Expense Recoupment/(Reimbursement) | | | (0.31 | )%(2) |
Net Expenses(4) | | | 1.10 | %(2) |
| | | | |
Portfolio Turnover Rate | | | 0.00 | %(5) |
Total Return(6) | | | 0.17 | %(5) |
* | Commencement of offering of Class I units. |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Annualized for periods less than one full year. |
(3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Adviser. |
(4) | Included are other expenses of 0.55% as of October 31, 2019. |
(6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements.
10
CPG Focused Access Fund, LLC
Notes to Financial Statements(Unaudited)
October 31, 2019
1. ORGANIZATION
CPG Focused Access Fund, LLC (the “Fund”) was organized as a Delaware limited liability company on June 4, 2018. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Fund commenced operations on November 1, 2018. The Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. The Fund’s investment objective is to seek attractive, long-term, risk-adjusted returns. The Fund seeks to achieve its investment objective principally by allocating the Fund’s assets among a concentrated, select group of third-party alternative asset managers and the unregistered investment vehicles they operate (the “Investment Funds”) that are represented on the Morgan Stanley Smith Barney LLC (“Morgan Stanley”) platform. Morgan Stanley is not a sponsor, promoter, adviser or affiliate of the Fund.
Subject to the requirements of the 1940 Act, the business and affairs of the Fund shall be managed under the direction of the Fund’s Board of Directors (the “Board,” with an individual member referred to as a “Director”). The Board shall have the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out its duties under the Fund’s Limited Liability Company Agreement, as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized under Delaware law. No Director shall have the authority individually to act on behalf of or to bind the Fund, except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Fund and to the oversight of the Board. The Directors have engaged the Adviser to be responsible for the day-to-day management of the Fund.
The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Fund’s organizational documents.
The Fund currently offers four classes of units of limited liability company interest (“Units”), Class F1 Units, Class F2 Units, Class A Units and Class I Units, which differ in their respective sales load (the “Placement Fee”) and Sub-Placement Agent Fee (as defined below). Class F1 Units and Class F2 Units were available for purchase as of November 1, 2018, and Class A Units and Class I Units were available for purchase as of July 1, 2019. Each class of Units may be purchased as of the first business day of each calendar month based upon its respective then-current net asset value (“NAV”) per Unit, except that Class F1 and Class F2 are closed to new investors as the Fund has raised more than $100 million, and will be offered only to existing Class F1 and Class F2 Investors, as applicable. Class A and Class F1 investors may be charged a Placement Fee up to a maximum of 3.0% on the amount they invest in the Fund. No placement fee will be charged on purchases of Class I Units and Class F2 Units.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946,Financial Services – Investment Companies.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Federal Tax Information: It is the Fund’s policy to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply with the provisions of the Code applicable to RICs and to distribute annually to its investors substantially all of its net investment income and net realized gain on investments, if any, earned each year. In addition, the Fund intends to distribute sufficient income and gains each year so as to not be subject to U.S. Federal excise tax on certain undistributed amounts. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.
11
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Fund has adopted a tax year end of September 30. As such, the Fund’s tax basis capital gains and losses will only be determined at the end of each Tax Year. Accordingly, tax basis distributions made during the 12 months ending April 30, 2020, but after Tax Year ended September 30, 2019, will be reflected in the financial statement footnotes for the fiscal year ending April 30, 2020.
Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. The Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended October 31, 2019, the Fund did not incur any interest or penalties.
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of the federal income and excise tax provisions impacting RICs, including simplification provisions on asset diversification and qualifying income tests, provisions aimed at preserving the character of the distributions made by the RIC and coordination of the income and excise tax distribution requirements, and provisions for allowing unlimited years carryforward for capital losses.
The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gains or loss items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.
Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Fund.
Investment Transactions: The Fund accounts for realized gains and losses from its Investment Funds based upon the pro-rata ratio of the fair value and cost of the underlying investments at the date of distribution. Dividend and interest income and expenses are recorded on the accrual basis.
Use of Estimates: The preparation of 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities. The Fund values its investments in investment funds at fair value in accordance with FASB ASC 820,Fair Value Measurement (“ASC 820”). See Note 3 for more information.
Dividends and Distributions to Investors: Dividends from net investment income, if any, are declared and paid annually. Net realized capital gains, if any, are declared and distributed annually. The Fund records dividends and distributions to its investors on ex-dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/ tax” differences are considered either temporary (e.g., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations, or net asset value per Unit of the Fund.
12
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Multiple Classes of Units: All investors bear the common expenses of the Fund. Dividends are declared separately for each class. Income, non-class specific expenses and realized and unrealized gains and losses are allocated monthly to each class of Units based on the value of total Units outstanding of each class, without distinction between Unit classes. Expenses attributable to a particular class of Units, such as Distribution and Servicing Fees, are allocated directly to that class.
New Accounting Pronouncement: In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820) —Disclosures Framework — Changes to Disclosure Requirements of Fair Value Measurement (“ASU 2018-13”), which modifies certain fair value disclosure requirements. ASU 2018-13 will be effective for fiscal years beginning after December 15, 2019; however, management has elected to early adopt ASU 2018-13, effective with the reporting periodended April 30, 2019as permitted by ASU 2018-13. The impact of the Fund’s adoption was limited to changes to the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy and financial statement disclosures regarding timing of liquidating distributions from Investment Funds.
3. PORTFOLIO VALUATION
ASC 820 defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below:
| ● | Level 1 — unadjusted quoted prices in active markets for identical financial instruments that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2 — inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. Level 2 inputs also include quoted prices for similar assets and liabilities in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active. |
| ● | Level 3 — significant unobservable inputs for the financial instrument (including Management’s own assumptions in determining the fair value of investments). |
Investments in Investment Funds are recorded at fair value, using the Investment Funds’ NAV as a “practical expedient,” in accordance with ASC 820.
The Investment Funds may have the ability to restrict redemptions from the Fund. Suspensions are generally imposed to prevent the liquidation of the underlying Investment Funds as well as to prevent circumstances where an Investment Fund’s underlying investments become so illiquid that there would be serious concern that redeeming investors would be advantaged at the disadvantage of remaining investors. Investments in Investment Funds subject to suspension of redemptions are classified as Level 3 assets.
13
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
3. PORTFOLIO VALUATION (continued)
The NAV of the Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below and as may be determined, from time to time, pursuant to policies established by the Board. The Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Fund’s investments. The Committee meets on a monthly basis and reports to the Board on a quarterly basis. The Fund’s investments in Investment Funds are carried at fair value which generally represents the Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
The Fund held Investment Funds with a fair value of $161,553,857, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of October 31, 2019, as investments in Investment Funds valued at NAV, as a “practical expedient”, are not required to be included in the fair value hierarchy.
4. RELATED PARTY TRANSACTIONS AND OTHER
As of October 31, 2019, the Fund had no investments in Investment Funds that were related parties.
The Adviser provides investment advisory services to the Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Fund pays the Adviser a monthly advisory fee (the “Management Fee”) at the annual rate of 0.55% of the Fund’s net asset value. “Net asset value” means the total value of all assets of the Fund as of the end of the month, less an amount equal to all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any repurchase of Units on such date and before any reduction for any fees and expenses of the Fund. The Management Fee will be prorated for any period of less than a month based on the number of days in such period. During the period ended October 31, 2019, the Adviser earned $343,996 of Management Fee which is included in the Statement of Operations, of which $142,482 was payable by the Fund as of October 31, 2019 and is included in Payable to Adviser in the Statement of Assets and Liabilities.
14
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
4. RELATED PARTY TRANSACTIONS AND OTHER (continued)
The Adviser has entered into an “Expense Limitation and Reimbursement Agreement” with the Fund for a one-year term beginning on the November 1, 2018 and ending on the one year anniversary thereof to limit the amount of “Specified Expenses” (as defined below) borne by the Fund to an amount not to exceed 0.55% per annum of the Fund’s net assets (the “Expense Cap”). Specified Expenses means all expenses incurred by the Fund, except for: (i) the Management Fee; (ii) fees, expenses or allocations of, and any similar charge or cost associated with, the Investment Funds, (iii) brokerage costs, (iv) interest payments, (v) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund; (vi) taxes; (vii) extraordinary expenses (as determined in the sole discretion of the Adviser); and (viii) any authorized distribution or servicing fee paid with respect to certain classes of Units, including any fees under the Fund’s Rule 12b-1 plan. To the extent that Specified Expenses for a month exceed the Expense Cap, the Adviser will reimburse the Fund for expenses to the extent necessary to eliminate such excess. To the extent that the Adviser bears Specified Expenses, it is permitted to receive reimbursement for any expense amounts previously paid or borne by the Adviser, for a period not to exceed three years from the date on which such expenses were paid or borne by the Adviser, even if such reimbursement occurs after the term of the Expense Limitation and Reimbursement Agreement, provided that the Specified Expenses have fallen to a level below the Expense Cap and the reimbursement amount does not raise the level of Specified Expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap. In addition, to the extent the Fund’s organizational expenses and expenses relating to the offering and sale of Units exceed $1 million, the excess amount over $1 million will be borne by the Adviser. At October 31, 2019, the amount of these potentially recoverable expenses was $679,981.
The Adviser may recapture all or a portion of this amount prior to April 30, of the fiscal years stated below:
2022 | | $ | 445,064 | |
2023 | | | 234,917 | |
Total: | | $ | 679,981 | |
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Fund’s NAV; fees for data, technology and software providers; research expenses; costs of insurance; registration expenses; certain offering costs associated with the Fund’s continuing offering of Units (any offering costs that are primarily intended to result in the sale of Units may only be paid through the Fund’s Rule 12b-1 plan); expenses of meetings of investors; directors’ fees; all costs with respect to communications to investors; transfer taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.
Each member of the Board who is not an “interested person” of the Fund, as defined by the 1940 Act, (the “Independent Directors”), receives an annual retainer of $15,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. The total amount expensed by the Fund related to Independent Directors for the period ended October 31, 2019 was $45,000 which is included in Directors’ and Officer fees in the Statement of Operations, all of which was payable and is included in Payable to Adviser in the Statement of Assets and Liabilities as of October 31, 2019.
During the period ended October 31, 2019, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $5,826 which is included in Directors’ and Officer fees in the Statement of Operations, all of which was payable as of October 31, 2019 and is included in Payable to Adviser in the Statement of Assets and Liabilities.
Certain officers and the interested director of the Fund are also officers of the Adviser and are registered representatives of Foreside Fund Services, LLC.
15
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
5. ADMINISTRATION, CUSTODIAN FEES, DISTRIBUTION AND SERVICING FEE
UMB Fund Services, Inc. serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended October 31, 2019, the total administration fees were $71,386 which is included as Accounting and administration fees in the Statement of Operations, of which $52,800 was payable and is included as Accounting and administration fees payable in the Statement of Assets and Liabilities as of October 31, 2019.
The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Fund.
Foreside Fund Services, LLC (the “Placement Agent”) acts as the placement agent of the Fund’s Units. Under the terms of the Placement Agent Agreement, the Placement Agent is authorized to pay sub-placement agents for the provision of distribution services within the meaning of Rule 12b-1 under the 1940 Act and for non-12b-1 services to Investors holding Class A Units and Class F1 Units. The Fund will pay the Placement Agent a monthly fee out of the net assets of Class A Units and Class F1 Units (the “Distribution and Servicing Fee”) at the annual rate of 0.75% and 0.70% of the net asset value of Class A Units and Class F1 Units, respectively, determined and accrued as of the last day of each calendar month (before any repurchases of Class A Units or Class F1 Units). The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and investors in Class A Units or Class F1 Units are subject to the Distribution and Servicing Fee as long as they hold their Class A Units or Class F1 Units, respectively. Payment of the Distribution and Servicing Fee is governed by the Fund’s 12b-1 Plan, which, pursuant to the conditions of an exemptive order issued by the SEC, has been adopted by the Fund with respect to Class A Units and Class F1 Units in compliance with Rule 12b-1 under the 1940 Act. Class I Units and Class F2 Units are not subject to a Distribution and Servicing Fee. For the period ended October 31, 2019, the total Distribution and Servicing Fee was $54,701 and $283,475, respectively, for Class A and Class FI units, of which $138,241 was payable as of October 31, 2019 and is included in Distribution and Servicing fee payable on the Statement of Assets and Liabilities.
6. INVESTMENTS
For the period ended October 31, 2019, total purchases of investments amounted to $83,735,00. The cost of investments in Investment Funds for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Fund from such Investment Funds. The Fund relies upon actual and estimated tax information provided by the managers of the Investment Funds as to the amounts of taxable income allocated to the Fund as of October 31, 2019.
7. REPURCHASE OF UNITS
Investors do not have the right to require the Fund to redeem their Units. To provide a limited degree of liquidity to investors, the Fund may, from time to time, offer to repurchase Units pursuant to written tenders by investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that, generally, it will recommend to the Board that the Fund offer to repurchase Units from investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to 5% to 25% of the net assets of the Fund. Each repurchase offer will generally commence approximately 95 days prior to the applicable repurchase date.
A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from an investor at any time prior to the day immediately preceding the first anniversary of the investor’s purchase of such Units. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining investors.
16
CPG Focused Access Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
October 31, 2019
8. INDEMNIFICATION
Under the Fund’s organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnification or warranties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Adviser expects the risk of loss to be remote.
9. SUBSEQUENT EVENTS
Subsequent events after October 31, 2019 have been evaluated through the date the Financial Statements were issued. Subscriptions into the Fund for November 1 and December 1, 2019 equaled $10,413,455, $170,00, $25,000 and $2,565,000 for Class A Units, Class F1 Units, Class F2 Units and Class I Units, and $11,556,570, $825,000, $150,000 and $3,522,235 for Class A Units, Class F1 Units, Class F2 Units and Class I Units, respectively.
17
CPG Focused Access Fund, LLC
Other Information (Unaudited)
October 31, 2019
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website athttp://www.sec.gov.
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website atwww.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) no more than 60 days after the Fund’s first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT, which has replaced Form N-Q. For the Fund, this would be for the fiscal quarters ending July 31 and January 31. The Fund’s previous Form N-Q filing and its Form N-PORT filings (beginning with the reporting period ended April 30, 2019) included a complete schedule of the Fund’s portfolio holdings as of the end of the relevant fiscal quarters. The Fund’s Form N-Q and Form N-PORT filings can be found free of charge on the SEC’s website athttp://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).
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ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
| (a) | Not applicable to semi-annual reports. |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant’s nominating committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by the registrant’s management and by the registrant’s Investors who have sent to Nora M. Jordan, Esq., legal counsel for the Independent Directors, at c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the nominating committee. The nominating committee meets as is necessary or appropriate.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
ITEM 13. EXHIBITS.
| (a)(1) | Code of ethics – Not applicable to semi-annual reports. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | CPG FOCUSED ACCESS FUND, LLC | |
| | |
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | January 6, 2020 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | January 6, 2020 | |
| | |
By (Signature and Title)* | /s/ Michael Mascis | |
| Michael Mascis | |
| (Principal Financial Officer) | |
| | |
Date | January 6, 2020 | |
| * | Print the name and title of each signing officer under his or her signature. |