CPG Vintage Access Funds: iCapital Vote, Fees by Fund

What is on the table, in dates

Macquarie is selling the business of managing these funds. The proxy says the sale would end the existing advisory agreements (an assignment ends them automatically under the 1940 Act), so unitholders have to approve a new one. It describes the new agreement as “substantially identical” to the existing one, apart from the adviser's name and the fee cut after the eighth anniversary.

The preliminary proxy already gives the meeting date, the record date and the unit counts. A definitive proxy statement is expected around the planned mailing date (our reading), and any change in it would supersede this page.

Seven funds, seven separate votes

Each fund is its own legal entity with its own vote. The unit counts below are the ones the proxy gives for the record date, October 15, 2026; the quorum and majority columns are our arithmetic from them.

How the “majority” works matters more than the headline. The 1940 Act defines it as the lesser of two numbers: 67% or more of the units present, if more than 50% of all units are present, or more than 50% of all outstanding units. With low turnout the first test is the easier one; with turnout above about 74.6% the second binds (0.50 divided by 0.67, our arithmetic).

An abstention counts toward quorum but not as a vote cast, so the proxy says it “will have the effect of a vote against.” A unit that is not voted at all is not present, which lowers turnout and raises the share of the remaining votes that must be in favor. A card signed without instructions is voted FOR. The same definition decided the Mount Logan vote we cover in the AFA Asset Based Lending Fund proxy, and for why meetings fail for want of a quorum see our page on 2026 quorum failures.

Two more facts shape the odds. The proxy says the funds are “not aware of any person” holding 5% or more of any fund's units, and that directors and officers together own under 1% of each fund, so no single holder can carry a result. And for Funds V, VI and VII the existing agreement was last approved only by the initial unitholder when the fund was formed, which means this is the first vote by outside unitholders on those funds' adviser.

What the fee change is worth, and when it starts

Each fund's fee has three stages. For Funds II to VII the existing and the proposed agreements both charge 0.65% of total commitments from the first anniversary of the Initial Closing to the sixth anniversary of Final Closing, then 0.65% of net invested capital to the eighth anniversary, then 0.30% of net invested capital for the rest of the fund's life. For Fund I the proxy says 0.65% of total commitments through the eighth anniversary and 0.30% after (the fund's own annual report puts the switch to net invested capital at the fifth anniversary; see the open items below). The proposal changes only the last stage, to 0.25%. The Final Closing dates below are our arithmetic: the eighth anniversary month the proxy gives, less eight years.

Three readings of the table. First, only Fund I would see the lower fee within months: its eighth anniversary passed in May 2026, so it already pays 0.30%, and the proposal would lower that to 0.25% from the new agreement's start, on or about January 30, 2027. Second, the fee that decides the cost for most holders today is the 0.65% stage, which is not touched. Third, for Funds V, VI and VII the cut starts in 2031, 2032 and 2033, so a Fund VII holder sees nothing from the fee change for more than six years (our arithmetic).

For scale: Fund I's net advisory fees were $712,840 in the year ended March 31, 2026, which at 0.65% implies a fee base of about $109.7 million (our arithmetic; rough, because the base and the rate moved during the year). That is below the fund's $167,100,000 of commitments, which fits the annual report's statement that the base is net invested capital after the fifth anniversary. If a base of that size were charged 0.30% and then 0.25%, the difference would be about $55,000 a year, and it would shrink as capital is returned. The proxy does not give a net invested capital figure to do better.

What the proxy does not change

• Strategy and risk. “The proposed New Advisory Agreement will not result in any changes to any Fund's investment objective, strategy, risks or restrictions.” The investment committee of each fund “will be comprised of qualified employees of iCapital.”
• Expenses passed to the fund. The agreements let a fund bear “a portion of expenses associated with personnel of the Adviser or its affiliates providing legal services to the Fund.” The board noted these will not be imposed without further board approval.
• The term. The new agreement runs for an initial two years, where the existing ones are now on one-year renewals. As now, it can be ended on 60 days' written notice by the board, by a majority of the fund's units, or by the adviser.
• The name. Appendix B says that at iCapital's request a fund must change its name to include or remove the iCapital, iCapital Fund Advisors or iDirect name within 10 days. The proxy does not say that any name will change.
• Liquidity. None of the seven funds offers to repurchase units, by tender or otherwise. Each annual report says the fund “does not provide liquidity to Investors, through periodic written tender offers or otherwise.”

The seven funds in numbers

These are the audited figures for the year ended March 31, 2026, from each fund's annual report (Form N-CSR). The expense ratio is the fund's own and, by the report's footnote, does not include “investment income or expenses of the Investment Funds” it holds, so it is a floor for what a holder bears.

Returns and costs differ a lot across vintages. The younger funds carry the highest ratios (Fund V 5.25%, Fund VII 5.73%), which fits a 0.65% fee charged on commitments rather than on the smaller amount invested so far (our reading). Fund VII, formed in May 2024, had called 35% of its commitments on March 31, 2026, so most of its money is still to be drawn. The funds called on March 31, 2026: Fund I $131,987,997, Fund II $196,893,559, Fund III $194,076,025, Fund IV $282,478,442, Fund V $325,485,714, Fund VI $213,883,230, Fund VII $38,506,046.

The unit count moves. Funds IV, V and VII had materially more units on the record date than on March 31, 2026, and Funds III and VI moved by a few hundred units or one:

The filings do not say why; a capital call is the likely reason (our reading). It matters because the vote is counted on record-date units, so a holder who funded a call after March 31, 2026 votes more units than the annual report shows.

Who iCapital Fund Advisors is

The proxy describes iCapital as a financial-technology company that has “$1.2 trillion of assets serviced globally on its platform,” and says iCapital Fund Advisors “currently serves as adviser to seven registered funds with over $5 billion in assets under management,” supported by a team of more than 35 people. It also says iCapital has integrated 14 fund platforms from other institutions, naming UBS, Deutsche Bank, Bank of America Merrill Lynch and Morgan Stanley, and that iCapital Fund Advisors “does not currently manage any other fund with a similar investment objective and strategies” to these. Macquarie Asset Management, by comparison, reports $518 billion managed at June 30, 2026.

For a reader the useful contrast is with iCapital's own registered funds, which do run repurchases: see our page on the iDirect Private Markets Fund tender offers. The CPG funds are a different kind of vehicle, with no repurchase offers at all. For what iCapital's platform and fees look like from its own SEC and FINRA records, see our iCapital review, and for how funds like these fit among secondaries funds, see our private equity secondaries funds census.

The last time these unitholders voted

In February 2022, when Macquarie bought the funds' then-adviser, Central Park Group, Fund I held a special meeting. Its annual report says: “investors approved a new investment advisory agreement with the Adviser (the “New Agreement”), with 5,662,080 votes for approval, 174,950 votes against and 530,977 abstentions.” Against the 13,185,378 units outstanding on March 31, 2022, those are 42.9% for and 48.3% of units voting at all (our arithmetic, using March 31 units because the record-date count is not in the report). The report does not say how that met the vote standard, so we cannot reconcile it from the filing alone; what it shows is how close to half of the units a successful vote can sit. The proxy's Appendix A says Funds II, III and IV also last had their agreements approved by unitholders on February 18, 2022.

What is still open

• The definitive proxy. No DEF 14A or additional soliciting material was on EDGAR for any of the seven CIKs on October 23, 2026. Mailing is planned for on or about October 26, 2026.
• Who bears the $550,000. The question-and-answer section says iCapital pays if unitholders approve and the deal closes, and that iCapital, Macquarie or both split it if not. The board section records a commitment to bear all direct expenses “regardless of whether the Transaction is consummated.” Neither says the funds pay.
• Fee base and first-year rate. The proxy table says Fund I pays 0.65% of total commitments through the eighth anniversary; Fund I's annual report says the base is commitments until the fifth anniversary and net invested capital after. Separately, the form of agreement in Appendix B and the annual reports of Funds III to VII show 0.25% of commitments for the first 12 months after the Initial Closing, while the reports of Funds I and II say 0.10%. Both are long past for holders today, but the definitive proxy should show which text governs.
• Net invested capital. Neither the proxy nor the annual reports give each fund's net invested capital, so the dollar value of the 0.05-point cut cannot be computed for any fund.
• Section 15(f). The proxy says iCapital Fund Advisors and Macquarie represented that they agreed to comply with the conditions of Section 15(f) of the 1940 Act, and that they will not impose any “unfair burden” on the funds as a result of the transaction for as long as its requirements apply. It is a representation to the board, not a finding.

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice.

• Find your fund and your units. The vote is by fund and by record-date units (October 15, 2026). The proxy card or your adviser's voting form shows the control number; a signed card with no instruction counts FOR.
• Decide whether to vote at all. Because an abstention works as a no and an unvoted unit lowers turnout, a holder who is neutral still shapes the result. That is a fact about the rule, not a recommendation.
• Do not count on the fee cut. For five of the seven funds it begins in September 2028 or later, and the 0.65% stage most holders pay now is untouched.
• Check your remaining commitment. Ask for your capital account statement: the votes do not change what you owe, and the funds show 12% to 65% of commitments still to be called (our arithmetic from the annual reports).
• Plan for no exit. None of the seven funds offers to repurchase units, by tender or otherwise. Units are subject to substantial restrictions on transfer, and Fund I's report anticipates that its underlying funds terminate approximately 10 to 12 years after the Final Closing.
• Look at the whole position. We read the filings for holders in a similar position as a Forensic Filing Read, in 72 hours.

FAQ

All figures come from documents read on October 23, 2026: the joint preliminary proxy statement on Form PRE 14A filed October 16, 2026 (accession 0001104659-26-116642, filed under the seven fund CIKs); the annual reports on Form N-CSR for the year ended March 31, 2026 of Fund I (0001398344-26-011207), Fund II (0001213900-26-067922), Fund III (0001398344-26-011197), Fund IV (0001398344-26-011202), Fund V (0001398344-26-011200), Fund VI (0001213900-26-067921) and Fund VII (0001213900-26-067923); and the Fund I annual report for March 31, 2022 (0001398344-22-011801). The preliminary proxy is not final; dates, terms and unit counts may change in the definitive proxy statement.