Document And Entity Information
Document And Entity Information | 12 Months Ended |
Mar. 31, 2024 | |
Document Information [Line Items] | |
Entity Registrant Name | Constitution Capital Access Fund, LLC |
Document Type | N-CSR |
Amendment Flag | false |
Entity Central Index Key | 0001918767 |
Document Period End Date | Mar. 31, 2024 |
N-2
N-2 - USD ($) | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2024 | ||
Cover [Abstract] | |||
Entity Central Index Key | 0001918767 | ||
Amendment Flag | false | ||
Document Type | N-CSR | ||
Entity Registrant Name | Constitution Capital Access Fund, LLC | ||
Other Transaction Expenses [Abstract] | |||
Annual Expenses [Table Text Block] | a. Investment Management Fee The Fund pays the Adviser an investment management fee (the “Investment Management Fee”) in consideration of the advisory and other services provided by the Adviser to the Fund. Pursuant to the Investment Management Agreement, the Fund pays the Adviser a monthly Investment Management Fee equal to 0.125% (1.50% on an annualized basis) of the greater of (i) the Fund’s NAV as of the beginning of the month and (ii) the Fund’s NAV as of the beginning of the month less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment as of the beginning of the month. The Investment Management Fee is paid to the Adviser out of the Fund’s assets and therefore decreases the net profits or increases the net losses of the Fund and is due and payable in arrears within fifteen business days after the end of each month. For the year ended March 31, 2024, the Investment Management Fee totaled $10,333,704. Since January 1, 2023, the Adviser has agreed to voluntarily waive 50.00% of the Investment Management Fee. Under the terms of that waiver, the Adviser voluntarily waived $5,166,852 of the Investment Management Fee during the year ended March 31, 2024. b. Incentive Fee At the end of each calendar quarter (and at certain other times), the Adviser will be entitled to receive an amount (the “Incentive Fee”) equal to 10% of the excess, if any, of (i) the net profits of the Fund for the relevant period over (ii) the then balance, if any, of the Loss Recovery Account (as defined below). For the purposes of the Incentive Fee, the term “net profits” shall mean the amount by which the NAV of the Fund on the last day of the relevant period exceeds the NAV of the Fund as of the commencement of the same period, including any net change in unrealized appreciation or depreciation of investments and realized income and gains or losses and expenses (including offering and organizational expenses). The Fund will maintain a memorandum account (the “Loss Recovery Account”), which will have an initial balance of zero and will be (i) increased upon the close of each calendar quarter of the Fund by the amount of the net losses of the Fund for the quarter, and (ii) decreased (but not below zero) upon the close of each calendar quarter by the amount of the net profits of the Fund for the quarter. Shareholders will benefit from the Loss Recovery Account in proportion to their holdings of Shares. For the year ended March 31, 2024, the Fund incurred $6,031,898 in Incentive Fees. Currently, the Adviser has agreed to voluntarily waive 100% of the Incentive Fee. Under the terms of this waiver, the Adviser voluntarily waived $6,031,898 of the Incentive Fee during the year ended March 31, 2024. c. Expense Limitation Agreement The Adviser has entered into an Expense Limitation Agreement with the Fund whereby, for at least one -year -2 -year For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit. Any recoupment would be limited to the lesser of (1) the expense limitation in effect at the time of waiver, or (2) the expense limitation in effect at the time of recoupment. For the year ended March 31, 2024, the total amount of waived fees that are subject to recoupment are $0. d. Distribution Agreement Foreside Financial Services, LLC serves as the Fund’s distributor (the “Distributor”) pursuant to a distribution agreement. The Distributor distributes the Shares of the Fund on a best -effort The Fund has adopted a Distribution and Service Plan in compliance with Rule 12b -1 Under the Distribution Plan, the Fund may pay as compensation up to 0.70% on an annualized basis of the Fund’s net asset value attributable to Class A Shares and up to 0.25% on an annualized basis of the Fund’s net asset value attributable to Class D Shares (each, a “Distribution Fee”) to the Fund’s Distributor or other qualified recipients. Payment of the Distribution Fee will be governed by the Distribution Plan for Class A Shares and Class D Shares. The Distribution Fee will be paid out of the Fund’s assets and decreases the net profits or increases the net losses of the Fund solely with respect to Class A Shares and Class D Shares. Class I Shares are not subject to a distribution fee. For the year ended March 31, 2024, distribution fees totaled $80 and are shown on the Consolidated Statement of Operations. e. Board Fees In consideration of the services rendered by each independent member of the Board (each, an “Independent Manager”), the Fund has agreed to compensate each Independent Manager with an annual retainer fee of $50,000. In addition, the Fund reimburses the expenses of the Independent Managers in connection with their services. Board fees and expenses incurred for the year ended March 31, 2024 totaled $333,690 and are included in the Consolidated Statement of Operations. Independent Managers do not receive any pension or retirement benefits from the Fund. f. Administration and Custody Agreements The Fund’s fund accountant, transfer agent and administrator is UMB Fund Services, Inc. (the “Administrator”). Under the terms of an Administration, Fund Accounting, and Recordkeeping Agreement, the Administrator is responsible for calculating the NAV of the Fund and providing additional administrative services to the Fund. The Custodian is an affiliate of the Administrator and is responsible for holding the Fund’s assets and providing for their safekeeping under the terms of a Custody Agreement. The fees incurred by the Fund for administrative and custodian services for the year ended March 31, 2024 totaled $953,745 and are reported on the Consolidated Statement of Operations. g. Compliance Services Agreement Vigilant Compliance, LLC provides compliance services and a chief compliance officer (“CCO”) to the Fund. The Fund’s allocated fees incurred for CCO services for the year ended March 31, 2024 totaled $63,540, and are reported on the Consolidated Statement of Operations. | ||
Financial Highlights [Abstract] | |||
Senior Securities [Table Text Block] | For the For the Period Per Share Operating Performance 1 : Net Asset Value per share, beginning of period $ 10.61 $ 10.09 Activity from investment operations: Net investment income/(loss) (0.14 ) 0.01 Net realized and unrealized gain/(loss) on investments 1.19 0.51 Total from investment operations 1.05 0.52 Distributions to shareholders From net investment income (0.09 ) — From net realized gains (0.42 ) — Total distributions to shareholders (0.51 ) — Net Asset Value per share, end of period $ 11.15 $ 10.61 Net Assets, end of year $ 103,890 $ 11 Ratios to average shareholders’ equity 2 : Net investment loss 3 (3.06 )% (1.38 )% Gross expenses before voluntary waivers 4 4.17 % 3.23 % Voluntary waivers of Investment management fees and Incentive fees (1.82 )% (1.71 )% Net expenses 5 2.35 % 1.52 % Total Return 6 10.01 % 7 5.19 % 7 Portfolio turnover rate 2 % 0 % 9 Senior Securities Total borrowings (000s) $ 37,301 $ 37,200 Asset coverage per $1,000 unit of senior indebtedness 8 $ 18,296 $ 17,014 * 1 2 -recurring 3 4 5 6 7 8 9 For the For the Period Per Share Operating Performance 1 : Net Asset Value per share, beginning of period $ 10.61 $ 10.00 Activity from investment operations: Net investment loss (0.11 ) (0.02 ) Net realized and unrealized gain/(loss) on investments 1.18 0.63 Total from investment operations 1.07 0.61 Distributions to shareholders From net investment income (0.10 ) — From net realized gains (0.42 ) — Total distributions to shareholders (0.52 ) — Net Asset Value per share, end of period $ 11.16 $ 10.61 Net Assets, end of year $ 645,072,698 $ 595,739,269 Ratios to average shareholders’ equity 2 : Net investment loss 3 (2.79 )% (2.10 )% Gross expenses before voluntary waivers 4 3.90 % 3.64 % Voluntary waivers of Investment management fees and Incentive fees (1.82 )% (1.88 )% Net expenses 5 2.08 % 1.76 % Total Return 6 10.24 % 7 6.10 % 7 Portfolio turnover rate 2 % 0 % 9 Senior Securities Total borrowings (000s) $ 37,301 $ 37,200 Asset coverage per $1,000 unit of senior indebtedness 8 $ 18,296 $ 17,014 * 1 2 -recurring 3 4 5 6 7 8 9 | ||
General Description of Registrant [Abstract] | |||
Investment Objectives and Practices [Text Block] | Constitution Capital Access Fund, LLC (the “Fund”) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non -diversified -end Simultaneous with the Commencement of Operations, the U/C Seed Partnership Fund, L.P. (the “Predecessor Fund”), reorganized and transferred substantially all its portfolio securities into the Fund with a transfer value policy election to use fair market value as opening cost for a non -taxable The Fund’s investment objective is to generate long -term -adjusted -investments -end -end -party -term -term The Fund offers three separate classes of shares of beneficial interest (“Shares”) designated as Class A Shares, Class D Shares and Class I Shares. Each class of Shares have differing characteristics, particularly in terms of the sales charges that Shareholders in that class may bear, and the distribution and service fees that each class may be charged. The Fund has received an exemptive order from the SEC with respect to the Fund’s multi -class | ||
Risk Factors [Table Text Block] | Risk Factors An investment in the Fund involves significant risks that should be carefully considered prior to investing and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Fund invests substantially all of its available capital in Direct Investments and Investment Funds, which are expected to be valued at fair value. Typically, Direct Investments and Investment Funds are illiquid securities that are not traded in public markets and are subject to substantial holding periods, so that the Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Fund may have a concentration of Direct Investments and Investment Funds in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Fund. The Fund’s investments are also subject to the risk associated with investing in private securities. Investments in private securities are illiquid and can be subject to various restrictions on resale, and there is no assurance that the Fund will be able to realize the value of such investments in a timely manner. Except where a market exists for the securities in which the Fund is directly or indirectly invested, the valuations of the Fund’s investments are estimated. Certain factors that may be considered by the Adviser in determining fair value of the Direct Investments and Investment Funds include financial comparisons to a selection of comparable companies that are publicly traded, discounted cash flows, market conditions within the sectors that they do business, and other relevant factors. Such valuations are inherently uncertain and often reflect the most recent information received by the Adviser about the Direct Investments and Fund Investments, which may be on a lagged or estimated basis. As a consequence, those valuations may differ from the valuations that would have been used had a ready market for the securities existed, and the differences could be material. The Fund’s fair value determinations could therefore cause the Fund’s net asset value as of a valuation date to differ materially from what it would have been had such information been fully incorporated and may result in investors who purchased shares receiving more or less shares and investors who tender their shares receiving more or less cash proceeds than they otherwise would have received. Investments in Shares provide limited liquidity. It is currently intended that Shareholders will be able to redeem Shares only through quarterly offers by the Fund to purchase a limited number of Shares. Those offers are at the discretion of the Board on the recommendation of the Adviser. Therefore, an investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long -term The Fund, either directly or indirectly, may invest in companies that are organized or headquartered or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of the Fund or client portfolio), the application of complex U.S. and non -U -border -U -U Additional risks of non -U -developed -U -U The impairment or failure of one or more banks with whom the Fund transacts may inhibit the Fund’s or an underlying fund or portfolio company’s ability to access depository accounts. In such cases, the Fund may be forced to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the Fund or an underlying fund or portfolio company holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund or an underlying fund or portfolio company may not recover such excess, uninsured amounts. The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which the Fund and/or the Fund’s underlying investments have a commercial relationship could adversely affect, among other things, the Fund and/or the Fund’s underlying investments’ ability to pursue key strategic initiatives, including by affecting the Fund’s or an underlying fund’s or portfolio company’s ability to borrow from financial institutions on favorable terms. Additionally, if the sponsor of an underlying fund, or a portfolio company, has a commercial relationship with a bank that has failed or is otherwise distressed, the underlying fund and/or its portfolio companies may experience issues receiving financial support from a sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations. | ||
Class A Shares [Member] | |||
Financial Highlights [Abstract] | |||
Senior Securities Amount | $ 37,200 | $ 37,301 | |
Senior Securities Average Market Value per Unit | [1] | $ 17,014 | $ 18,296 |
Class D Shares [Member] | |||
Financial Highlights [Abstract] | |||
Senior Securities Amount | $ 37,200 | $ 37,301 | |
Senior Securities Average Market Value per Unit | [1] | $ 17,014 | $ 18,296 |
[1]Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. |