Correspondence 0001104659-24-039722 from CPG Focused Access Fund, LLC (CIK 0001742836)
CPG Focused Access Fund, LLC (CIK 0001742836)
Date: March 27, 2024 · CIK: 0001742836 · Accession: 0001104659-24-039722
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File numbers found in text: 811-23355, 811-23610
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CORRESP
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Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299
March 27, 2024
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Christina DiAngelo Fettig
Re: CPG Focused Access Fund, LLC (File No. 811-23355)
CPG Vintage Access Fund IV, LLC (File No. 811-23610)
Dear Ms. Fettig:
On behalf of CPG Focused Access Fund, LLC ("Focused
Access") and CPG Vintage Access Fund IV, LLC ("Vintage IV", and together with Focused Access, the "Funds"),
transmitted for filing as EDGAR correspondence are the Funds' responses to the oral comments from the accounting staff (the "Staff")
of the Securities and Exchange Commission (the "Commission"), provided by you to the undersigned and Wendy Li on March 14,
2024. The Staff's comments relate to the Funds' response (the "Prior Response Letter") to the prior comments provided
by the Staff with respect to:
· the Annual Report on Form N-CSR (File No. 811-23355), filed with the Commission on July 7,
2023, and the financial statements included therein ("Focused Access Financials"); and
· the Annual Report on Form N-CSR (File No. 811-23610), filed with the Commission on June 9,
2023, and the financial statements included therein ("Vintage IV 2023 Financials").
Set forth below are the Staff's comments, which,
for the convenience of the Staff, have been restated in their entirety. We have discussed the Staff's comments with representatives of
the Funds. The Funds' responses to the Staff's comments are set out immediately under the restated comments. Capitalized terms used herein
and not otherwise defined are used with the meanings assigned to them in the annual reports listed above.
FOCUSED ACCESS
1. Comment. We note your response to prior comment no. 2 set forth in the Prior Response
Letter. Please explain whether the disclosure on page 57 of the Focused Access Financials meets the full disclosure requirements
of Item 10.1.e. of Form N-2.
Response. In future filings,
the Fund will revise the above-referenced disclosure as follows:
Under the Fund's dividend reinvestment
plan, distributions paid by the Fund will be automatically reinvested in additional Units unless an Investor "opts out" (elects
not to reinvest in Units). The tax treatment of dividends and capital gain distributions will be the same whether the Investor takes them
in cash or reinvests them to purchase additional Units. Investors may opt out initially, and thereafter may change their election at any
time, by contacting the Administrator. Units purchased by reinvestment will be issued at their net asset value on the ex-dividend date
(which generally is expected to be the last business day of a month). There is no sales charge or other charge for reinvestment. The Fund
reserves the right to suspend or limit at any time the ability of Investors to reinvest distributions. Additional information regarding
the reinvestment of distributions may be obtained by contacting the Administrator, either by mail (via certified mail or overnight delivery)
at 235 W. Galena Street, Milwaukee, Wisconsin 53212 or by fax at (816) 860-3140.
Beijing | Boca Raton | Boston | Chicago | Hong
Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington, DC
Securities and Exchange Commission
March 27, 2024
Page 2
FOCUSED ACCESS AND VINTAGE IV
2. Comment. We note your response to prior comment no. 9 set forth in the Prior Response
Letter. In future filings, please also disclose the date as of which the information is provided for Item 8(a)(1) for each Fund.
Response. Each Fund will revise
the above-referenced disclosure in future filings.
3. Comment. We note your response to prior comment no. 11 set forth in the Prior Response
Letter. The Staff restates the penultimate sentence in comment no. 11 as follows: When providing the requested information (i.e.,
the gross and net numbers), please refer to Regulation S-X Rule 6-03(h)(2).
Response. Each Fund will revise
the above-referenced disclosure in future filings in accordance with Regulation S-X Rule 6-03(h)(2).
* * * * * * * *
Should you have any questions or comments, please
feel free to contact me at 212.969.3350 (scoleman@proskauer.com).
Very truly yours,
/s/ Stuart H. Coleman
Stuart H. Coleman
cc: Wendy Li