Document And Entity Information
| Document And Entity Information | 12 Months Ended |
| Mar. 31, 2024 | |
| Document Information [Line Items] | |
| Entity Registrant Name | CPG VINTAGE ACCESS FUND VI, LLC |
| Document Type | N-CSR |
| Amendment Flag | false |
| Entity Central Index Key | 0001953146 |
| Document Period End Date | Mar. 31, 2024 |
N-2
| N-2 | 12 Months Ended |
| Mar. 31, 2024 | |
| Cover [Abstract] | |
| Entity Central Index Key | 0001953146 |
| Amendment Flag | false |
| Document Type | N-CSR |
| Entity Registrant Name | CPG VINTAGE ACCESS FUND VI, LLC |
| Other Transaction Expenses [Abstract] | |
| Annual Expenses [Table Text Block] | 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 March 31, 2024, the total administration fees were $189,489 which is included as accounting and administration fees in the Consolidated Statement of Operations, $3,750 of which was payable at March The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Fund. During the offering period, the Distribution and Servicing Fee was considered attributable to distribution only and charged to paid -in -20-25-5 -20-20-20 -related Delaware Distributors, L.P. (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 third parties including brokers, dealers and certain financial advisors (which may include wealth advisors) and others (collectively, “Sub -Placement |
| Financial Highlights [Abstract] | |
| Senior Securities [Table Text Block] | Per unit operating performances: Net asset value per unit, beginning of period $ 10.00 Activity from investment operations: (1) Net investment loss (0.12 ) Net realized and unrealized loss on investments (0.14 ) Total from investment operations (0.26 ) Activity from capital transactions Proceeds from make-up fees 0.40 0.40 Net Asset Value, end of period $ 10.14 Net Assets, end of period (in thousands) $ 54,966 Ratios/Supplemental Data: Ratios to average net assets: Net investment loss (2) (2.24 )% (3) Total Expenses (2) 5.31 % (3) Portfolio turnover 0.00 % (4) Total return (5) 1.44 |
| General Description of Registrant [Abstract] | |
| Investment Objectives and Practices [Text Block] | CPG Vintage Access Fund VI, LLC (the “Fund”) was organized as a Delaware limited liability company on November 4, 2022. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed -end -diversified -term 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 (the “LLC 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 -to-day -to-day -5 The initial closing date for subscriptions for units of limited liability company interests (“Units”) was April 14, 2023 (“Initial Closing”). Subsequent to the Initial Closing, the Fund offered Units at additional closings, which occurred over a period of approximately ten months following the Initial Closing (the last closing being referred to as the “Final Closing”). An investor that participated in a closing that occurred after the Initial Closing was required to pay a “make -up -up -downs -up The Fund does not have a fixed term. The Investment Funds, however, generally will have fixed terms. Investors reasonably can expect to receive distributions from the Fund periodically after the Fund receives distributions from Investment Funds and when Investment Funds terminate, which the Fund anticipates will occur approximately 10 to 12 years after the Final Closing. The Fund will be wound up and dissolved after its final distribution to investors. The Fund may be dissolved prior thereto in accordance with its LLC Agreement. |
| Risk Factors [Table Text Block] | PRINCIPAL RISK FACTORS (UNAUDITED) General Risks Investment Risk An investment in the Fund involves a high degree of risk, including the risk that the Investor’s entire investment may be lost. No assurance can be given that the Fund’s investment objective will be achieved. The Fund’s performance depends upon the Adviser’s selection of Investment Funds, the allocation of offering proceeds thereto and the performance of the Investment Funds. The Investment Funds’ investment activities involve the risks associated with private capital investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of Portfolio Companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, pandemics, hurricanes or floods and other factors which are beyond the control of the Fund or the Investment Funds. Although the Adviser attempts to moderate these risks, no assurance can be given that (i) the Investment Funds’ investment programs, investment strategies and investment decisions will be successful; (ii) the Investment Funds will achieve their return expectations; (iii) the Investment Funds will achieve any return of capital invested; (iv) the Fund’s investment activities will be successful; or (v) Investors will not suffer losses from an investment in the Fund. The Investment Funds are not registered as investment companies under the 1940 Act. The Fund, as investor in these Investment Funds, does not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies. All investments made by the Investment Funds risk the loss of capital. The Investment Funds’ results may vary substantially over time. Market Risk and reduced liquidity in financial markets may negatively affect Investment Fund Managers, Investment Funds and issuers, which could adversely affect the Fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or market may adversely impact issuers in a different country, region or market. Events involving limited liquidity, defaults, non -performance -wide -19 -Hamas -minute Limited or No Operating History Unspecified Investments; Dependence on the Adviser -strategy Limitations on Transfer and Resignations; Units Not Listed; No Market for Units Units are not traded on any securities exchange or any public or other market. No market currently exists for the Fund’s Units. Secondary liquidity mechanisms and alternative trading system platforms are continuing to develop and evolve, and a secondary market for the Fund’s Units may develop in the future. If such a platform or market were to develop, the Fund’s Units could be available for secondary purchases and sales. There can be no assurance that any secondary trading platform or market will develop, or that Units of the Fund would be available for secondary transactions. Any secondary trading platform or market may result in the Fund’s Units being purchased or sold at a price above or below the Fund’s NAV, and any Investor selling its Units may lose money on the Investor’s investment in the Fund. Closed-End Fund; Liquidity Risks -diversified -end -term -end -end -end Distributions In-Kind -kind -kind -kind -kind Borrowing — i.e. -third Legal and Regulatory Risks -U The Dodd -Frank -Frank -Frank -the-counter -Frank -on that such regulation will not have a material adverse effect on the Fund and the Investment Funds, increase transaction, operations, legal and/or regulatory compliance costs, significantly reduce the profitability of the Fund or impair the ability of the Fund and the Investment Funds to achieve their investment objectives. As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, notably as respects U.S. trade, fiscal, tax, healthcare, immigration, foreign and government regulatory policy. Recent events have created a climate of heightened uncertainty and introduced difficult -to-quantify -reaching Substantial Fees and Expenses -based -of-funds -based -party -related -recurring -up Investments in Non-Voting Stock; Inability to Vote -voting -voting Non-Diversified Status -diversified Realization of Investments i.e. Illiquid and Long-Term Investments -term Need for Follow-On Investments -on -on -dilution Commitment Strategy; Fund Default e.g. -income -commitment Similarly, Investors were not required to contribute the full amount of their Commitments to the Fund at the time of their admission. Investors are required to make incremental contributions pursuant to capital calls issued from time to time, by the Fund. The Fund has limited recourse in retrieving un -drawn -turn -defaulting Investor Default Other Termination of the Fund’s Investment in an Investment Fund Recall of Distributions Risk of Dilution -up Reporting Requirements Nature of Portfolio Companies Small- and Medium-Capitalization Companies -sized -chip Geographic Concentration Risks Emerging Markets Currency Risk Risks Relating to Accounting, Auditing and Financial Reporting, etc Valuation of the Fund’s Investments in Investment Funds -5 The Investment Funds invest a large percentage of their assets in securities and other investments that do not have readily ascertainable market prices and will be valued by the respective Investment Fund Managers, generally quarterly. In this regard, an Investment Fund may face a conflict of interest in valuing the securities, as their value may affect the Investment Fund’s compensation or its ability to raise additional funds. As part of its process for evaluating an Investment Fund for purchase, the Adviser reviews the Investment Fund’s valuation process and related controls; however, no assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment Fund, the accuracy of the valuations provided by the Investment Funds, that the Investment Funds will comply with their own internal policies or procedures for keeping records or making valuations, or that the Investment Funds’ policies and procedures and systems will not change without notice to the Fund. As a result, valuations of the securities may be subjective and could prove in hindsight to have been wrong, potentially by significant amounts. An Investment Fund’s information could be inaccurate due to fraudulent activity, misvaluation or inadvertent error. In the event the Adviser’s evaluation of the Investment Fund’s valuation process uncovers such an inaccuracy, the Adviser, through the Valuation Committee, will consider whether an adjustment to the Investment Fund’s most recent NAV is necessary. However, the Fund may not uncover errors for a significant period of time, if ever. Even if the Adviser elects to cause the Fund to sell its interests in such an Investment Fund, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, the Investment Fund’s valuations of such interests could remain subject to such fraud or error, and the Valuation Committee may, in its sole discretion, determine to discount the value of the interests or value them at zero. Investors should be aware that situations involving uncertainties as to the valuations by Investment Funds could have a material adverse effect on the Fund if the Investment Fund Manager’s, the Adviser’s or the Fund’s judgments regarding valuations should prove incorrect. Persons who are unwilling to assume such risks should not make an investment in the Fund. Indemnification of Investment Funds, Investment Fund Managers and Others Cash, Cash Equivalents, Investment Grade Bonds, Money Market Instruments -income -term -income These investments may be adversely affected by tax, legislative, regulatory, credit, political or government changes, interest rate increases, currency volatility and the financial conditions of issuers, which may pose credit risks that result in issuer default. Registered Investment Companies -offered pro rata Certain Risks Associated with Underlying Investments Private Equity Investments -term -public -related e.g. Primary Investments. -curve -related Secondary Investments. e.g. Contingent Liabilities Associated with Secondary Investments. Risks Relating to Secondary Investments Involving Syndicates. Buyout Growth Equity -stage -stage -ready Venture Capital -sustaining Debt Investments -called Private Credit i.e. Mezzanine Loans -upon First and Second Lien Senior Secured Loans Subordinated Debt Unitranche Debt -unitranche -tranche Special Situations exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments by such companies to the Fund could be required to be returned if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Numerous other risks also arise in the workout and bankruptcy contexts. In addition, there is no minimum credit standard that is a prerequisite to an Investment Fund’s investment in any instrument, and a significant portion of the obligations and preferred stock in which an Investment Fund may invest may be less than investment grade (“junk”). Defaulted Debt Securities and Other Securities of Distressed Companies i.e. Loans to Private Companies • • • • Sector Focus Energy and Utilities Sectors Technology Sector Life Sciences and Healthcare Sectors -parties Financial Sector Other Risks Investing in the Fund involves risks other than those associated with investments made by the Investment Funds. Some of these risks are described below: Incentive Allocation Arrangements Limited Universe of Investment Funds Control Positions Inadequate Return Inside Information -public Recourse to the Fund’s Assets Possible Exclusion of Investors Based on Certain Detrimental Effects -2 Potential Significant Effect of the Performance of a Limited Number of Investments or Strategies Sub-Placement Agent Risk -placement Generally, when a limited number of sub -placement -placement Tax Risks -of-income -level Each of the aforementioned ongoing requirements for qualification of the Fund as a RIC requires that the Adviser obtain information from or about the Investment Funds in which the Fund is invested. However, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Adviser to monitor the sources of the Fund’s income and the diversification of its assets, and otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds in which the Fund can invest or the amount that may be invested in certain Investment Funds. Furthermore, although the Fund expects to receive information from each Investment Fund Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information. If, before the end of any quarter of its taxable year, the Fund believes that it may fail the asset diversification requirement of RIC qualification, the Fund may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure, the disposition of non -diversified -day -diversified -level i.e. In addition, the Fund may directly or indirectly invest in Investment Funds located outside the United States. Such Investment Funds may be subject to withholding taxes and other taxes in such jurisdictions with respect to their investments. In general, a U.S. person will not be able to claim a foreign tax credit or deduction for foreign taxes paid by the Fund. Further, adverse U.S. tax consequences can be associated with certain foreign investments, including potential U.S. withholding taxes on foreign investment entities with respect to their United States investments and potential adverse tax consequences associated with investments in any foreign corporations that are characterized for U.S. federal income tax purposes as “controlled foreign corporations” or “passive foreign investment companies.” For U.S. federal income tax purposes, the Fund generally will be required to include in income certain amounts that the Fund has not yet received in cash, such as original issue discount (“OID”), which may arise, for example, if the Fund receives warrants in connection with the making of a loan or “payment -in-kind -in-kind -level The Fund may retain some income and capital gains in the future, including for purposes of providing the Fund with additional liquidity, which amounts would be subject to the 4% U.S. federal excise tax. In that event, the Fund will be liable for the tax on the amount by which the Fund does not meet the foregoing distribution requirement. Cybersecurity Risk -incidents e.g. -attacks in a manner that does not require gaining unauthorized access, such as causing denial -of-service i.e. -placement |
| Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |
| Outstanding Securities [Table Text Block] | Assets Investments at fair value (cost $51,908,852) $ 51,687,629 Cash 11,253 Capital contributions receivable 7,002,253 Interest Receivable 45,717 Prepaid expenses and other assets 51,800 Total Assets $ 58,798,652 Liabilities Payable for contributions to Investment Funds, not yet settled 2,606,860 Distribution and servicing fees payable 826,586 Payable to Adviser 156,843 Deferred tax liability payable 128,664 Professional fees payable 101,766 Accounting and Administration fees payable 3,750 Other liabilities 7,908 Total liabilities 3,832,377 Net Assets $ 54,966,275 Commitments and Contingencies (Notes 3 and 7) Composition of Net Assets Paid-in capital $ 54,649,328 Make-up fee 1,293,660 Total distributable loss (976,713 ) Net Assets $ 54,966,275 Units of Limited Liability Company Interests Outstanding (unlimited number of units authorized) 5,418,456 Net Asset Value per Unit $ 10.14 |
| General Risks [Member] | |
| General Description of Registrant [Abstract] | |
| Risk [Text Block] | General Risks Investment Risk An investment in the Fund involves a high degree of risk, including the risk that the Investor’s entire investment may be lost. No assurance can be given that the Fund’s investment objective will be achieved. The Fund’s performance depends upon the Adviser’s selection of Investment Funds, the allocation of offering proceeds thereto and the performance of the Investment Funds. The Investment Funds’ investment activities involve the risks associated with private capital investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of Portfolio Companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, pandemics, hurricanes or floods and other factors which are beyond the control of the Fund or the Investment Funds. Although the Adviser attempts to moderate these risks, no assurance can be given that (i) the Investment Funds’ investment programs, investment strategies and investment decisions will be successful; (ii) the Investment Funds will achieve their return expectations; (iii) the Investment Funds will achieve any return of capital invested; (iv) the Fund’s investment activities will be successful; or (v) Investors will not suffer losses from an investment in the Fund. The Investment Funds are not registered as investment companies under the 1940 Act. The Fund, as investor in these Investment Funds, does not have the benefit of the protections afforded by the 1940 Act to investors in registered investment companies. All investments made by the Investment Funds risk the loss of capital. The Investment Funds’ results may vary substantially over time. Market Risk and reduced liquidity in financial markets may negatively affect Investment Fund Managers, Investment Funds and issuers, which could adversely affect the Fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or market may adversely impact issuers in a different country, region or market. Events involving limited liquidity, defaults, non -performance -wide -19 -Hamas -minute Limited or No Operating History Unspecified Investments; Dependence on the Adviser -strategy Limitations on Transfer and Resignations; Units Not Listed; No Market for Units Units are not traded on any securities exchange or any public or other market. No market currently exists for the Fund’s Units. Secondary liquidity mechanisms and alternative trading system platforms are continuing to develop and evolve, and a secondary market for the Fund’s Units may develop in the future. If such a platform or market were to develop, the Fund’s Units could be available for secondary purchases and sales. There can be no assurance that any secondary trading platform or market will develop, or that Units of the Fund would be available for secondary transactions. Any secondary trading platform or market may result in the Fund’s Units being purchased or sold at a price above or below the Fund’s NAV, and any Investor selling its Units may lose money on the Investor’s investment in the Fund. Closed-End Fund; Liquidity Risks -diversified -end -term -end -end -end Distributions In-Kind -kind -kind -kind -kind Borrowing — i.e. -third Legal and Regulatory Risks -U The Dodd -Frank -Frank -Frank -the-counter -Frank -on that such regulation will not have a material adverse effect on the Fund and the Investment Funds, increase transaction, operations, legal and/or regulatory compliance costs, significantly reduce the profitability of the Fund or impair the ability of the Fund and the Investment Funds to achieve their investment objectives. As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, notably as respects U.S. trade, fiscal, tax, healthcare, immigration, foreign and government regulatory policy. Recent events have created a climate of heightened uncertainty and introduced difficult -to-quantify -reaching Substantial Fees and Expenses -based -of-funds -based -party -related -recurring -up Investments in Non-Voting Stock; Inability to Vote -voting -voting Non-Diversified Status -diversified Realization of Investments i.e. Illiquid and Long-Term Investments -term Need for Follow-On Investments -on -on -dilution Commitment Strategy; Fund Default e.g. -income -commitment Similarly, Investors were not required to contribute the full amount of their Commitments to the Fund at the time of their admission. Investors are required to make incremental contributions pursuant to capital calls issued from time to time, by the Fund. The Fund has limited recourse in retrieving un -drawn -turn -defaulting Investor Default Other Termination of the Fund’s Investment in an Investment Fund Recall of Distributions Risk of Dilution -up Reporting Requirements Nature of Portfolio Companies Small- and Medium-Capitalization Companies -sized -chip Geographic Concentration Risks Emerging Markets Currency Risk Risks Relating to Accounting, Auditing and Financial Reporting, etc Valuation of the Fund’s Investments in Investment Funds -5 The Investment Funds invest a large percentage of their assets in securities and other investments that do not have readily ascertainable market prices and will be valued by the respective Investment Fund Managers, generally quarterly. In this regard, an Investment Fund may face a conflict of interest in valuing the securities, as their value may affect the Investment Fund’s compensation or its ability to raise additional funds. As part of its process for evaluating an Investment Fund for purchase, the Adviser reviews the Investment Fund’s valuation process and related controls; however, no assurances can be given regarding the valuation methodology or the sufficiency of systems utilized by any Investment Fund, the accuracy of the valuations provided by the Investment Funds, that the Investment Funds will comply with their own internal policies or procedures for keeping records or making valuations, or that the Investment Funds’ policies and procedures and systems will not change without notice to the Fund. As a result, valuations of the securities may be subjective and could prove in hindsight to have been wrong, potentially by significant amounts. An Investment Fund’s information could be inaccurate due to fraudulent activity, misvaluation or inadvertent error. In the event the Adviser’s evaluation of the Investment Fund’s valuation process uncovers such an inaccuracy, the Adviser, through the Valuation Committee, will consider whether an adjustment to the Investment Fund’s most recent NAV is necessary. However, the Fund may not uncover errors for a significant period of time, if ever. Even if the Adviser elects to cause the Fund to sell its interests in such an Investment Fund, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, the Investment Fund’s valuations of such interests could remain subject to such fraud or error, and the Valuation Committee may, in its sole discretion, determine to discount the value of the interests or value them at zero. Investors should be aware that situations involving uncertainties as to the valuations by Investment Funds could have a material adverse effect on the Fund if the Investment Fund Manager’s, the Adviser’s or the Fund’s judgments regarding valuations should prove incorrect. Persons who are unwilling to assume such risks should not make an investment in the Fund. Indemnification of Investment Funds, Investment Fund Managers and Others Cash, Cash Equivalents, Investment Grade Bonds, Money Market Instruments -income -term -income These investments may be adversely affected by tax, legislative, regulatory, credit, political or government changes, interest rate increases, currency volatility and the financial conditions of issuers, which may pose credit risks that result in issuer default. Registered Investment Companies -offered pro rata |
| Certain Risks Associated with Underlying Investments [Member] | |
| General Description of Registrant [Abstract] | |
| Risk [Text Block] | Certain Risks Associated with Underlying Investments Private Equity Investments -term -public -related e.g. Primary Investments. -curve -related Secondary Investments. e.g. Contingent Liabilities Associated with Secondary Investments. Risks Relating to Secondary Investments Involving Syndicates. Buyout Growth Equity -stage -stage -ready Venture Capital -sustaining Debt Investments -called Private Credit i.e. Mezzanine Loans -upon First and Second Lien Senior Secured Loans Subordinated Debt Unitranche Debt -unitranche -tranche Special Situations exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments by such companies to the Fund could be required to be returned if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Numerous other risks also arise in the workout and bankruptcy contexts. In addition, there is no minimum credit standard that is a prerequisite to an Investment Fund’s investment in any instrument, and a significant portion of the obligations and preferred stock in which an Investment Fund may invest may be less than investment grade (“junk”). Defaulted Debt Securities and Other Securities of Distressed Companies i.e. Loans to Private Companies • • • • Sector Focus Energy and Utilities Sectors Technology Sector Life Sciences and Healthcare Sectors -parties Financial Sector |
| Other Risks [Member] | |
| General Description of Registrant [Abstract] | |
| Risk [Text Block] | Other Risks Investing in the Fund involves risks other than those associated with investments made by the Investment Funds. Some of these risks are described below: Incentive Allocation Arrangements Limited Universe of Investment Funds Control Positions Inadequate Return Inside Information -public Recourse to the Fund’s Assets Possible Exclusion of Investors Based on Certain Detrimental Effects -2 Potential Significant Effect of the Performance of a Limited Number of Investments or Strategies Sub-Placement Agent Risk -placement Generally, when a limited number of sub -placement -placement Tax Risks -of-income -level Each of the aforementioned ongoing requirements for qualification of the Fund as a RIC requires that the Adviser obtain information from or about the Investment Funds in which the Fund is invested. However, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Adviser to monitor the sources of the Fund’s income and the diversification of its assets, and otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds in which the Fund can invest or the amount that may be invested in certain Investment Funds. Furthermore, although the Fund expects to receive information from each Investment Fund Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information. If, before the end of any quarter of its taxable year, the Fund believes that it may fail the asset diversification requirement of RIC qualification, the Fund may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure, the disposition of non -diversified -day -diversified -level i.e. In addition, the Fund may directly or indirectly invest in Investment Funds located outside the United States. Such Investment Funds may be subject to withholding taxes and other taxes in such jurisdictions with respect to their investments. In general, a U.S. person will not be able to claim a foreign tax credit or deduction for foreign taxes paid by the Fund. Further, adverse U.S. tax consequences can be associated with certain foreign investments, including potential U.S. withholding taxes on foreign investment entities with respect to their United States investments and potential adverse tax consequences associated with investments in any foreign corporations that are characterized for U.S. federal income tax purposes as “controlled foreign corporations” or “passive foreign investment companies.” For U.S. federal income tax purposes, the Fund generally will be required to include in income certain amounts that the Fund has not yet received in cash, such as original issue discount (“OID”), which may arise, for example, if the Fund receives warrants in connection with the making of a loan or “payment -in-kind -in-kind -level The Fund may retain some income and capital gains in the future, including for purposes of providing the Fund with additional liquidity, which amounts would be subject to the 4% U.S. federal excise tax. In that event, the Fund will be liable for the tax on the amount by which the Fund does not meet the foregoing distribution requirement. Cybersecurity Risk -incidents e.g. -attacks in a manner that does not require gaining unauthorized access, such as causing denial -of-service i.e. -placement |