SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Exchange Act of 1934
CPG CARLYLE COMMITMENTS MASTER FUND, LLC
CPG CARLYLE COMMITMENTS MASTER FUND, LLC
New York, NY 10110
Director and Principal Executive Officer of the Funds
CPG CARLYLE COMMITMENTS MASTER FUND, LLC
New York, NY 10110
Proposals | | | Members Entitled to Vote | |
1. To elect Sharon J. Weinberg as a Director of each Fund (the “Director Election Proposal”). | | | All Members of each Fund, voting separately | |
2. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). | | | All Members of each Fund, voting separately | |
CPG Carlyle Commitments Fund, LLC
CPG Carlyle Commitments Master Fund, LLC
Director and Principal Executive Officer of the Funds
CPG CARLYLE COMMITMENTS MASTER FUND, LLC
500 Fifth Avenue, 31st Floor
New York, NY 10110
TO BE HELD ON FRIDAY, FEBRUARY 18. 2022
Proposals | | | Members Entitled to Vote | |
1. To elect Sharon J. Weinberg as a Director of each Fund (the “Director Election Proposal”). | | | All Members of each Fund, voting separately | |
2. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). | | | All Members of each Fund, voting separately | |
(“DIRECTOR ELECTION PROPOSAL”)
NAME, AGE, ADDRESS AND POSITIONS HELD WITH THE FUNDS | | | TERM OF OFFICE AND LENGTH OF TIME SERVED | | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | | | NUMBER OF FUNDS IN FUND COMPLEX(1) OVERSEEN BY DIRECTOR | | | OTHER DIRECTORSHIPS HELD BY DIRECTOR DURING PAST 5 YEARS | |
Independent Director Nominee | | ||||||||||||
Sharon J. Weinberg (62) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Director | | | Term – Indefinite Length – Since 2016 | | | Owner, the Chatham Bookstore (March 2021 – present); Co-Founder, Blue Leaf Ventures (investing/consulting) (2018 – present); Managing Director, New York Ventures, Empire State Development (2016 – 2018); Managing Director, JPMorgan Asset Management (2000 – 2015); Vice President, JPMorgan Investment Management (1996 – 2000); Associate, Willkie Farr & Gallagher LLP (1984 – 1996) | | | 9 | | | None | |
Independent Continuing Directors | | ||||||||||||
Joan Shapiro Green (76) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Chair | | | Term – Indefinite Length – Since Inception | | | Board Director (2014 – present); Executive Director of National Council of Jewish Women New York (2007 – 2014); Executive Director of New York Society of Securities Analysts (2004 – 2006) | | | 9 | | | None | |
Kristen M. Leopold (54) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Director | | | Term – Indefinite Length – Since Inception | | | Independent Consultant to Hedge Funds (2007 – present); Chief Financial Officer of Weston Capital Management, LLC (investment managers) (1997 – 2006) | | | 9 | | | Blackstone Alternative Investment Funds (1 portfolio) (March 2013 – present); Blackstone Alternative Alpha Fund (2012 – August 2021); Blackstone Alternative Alpha Fund II (2013 – August 2021); Blackstone Alternative Alpha Master Fund (2012 – August 2021) | |
NAME, AGE, ADDRESS AND POSITIONS HELD WITH THE FUNDS | | | TERM OF OFFICE AND LENGTH OF TIME SERVED | | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | | | NUMBER OF FUNDS IN FUND COMPLEX(1) OVERSEEN BY DIRECTOR | | | OTHER DIRECTORSHIPS HELD BY DIRECTOR DURING PAST 5 YEARS | |
Janet L. Schinderman (70) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Director | | | Term – Indefinite Length – Since Inception | | | Self-Employed Educational Consultant since 2006; Associate Dean for Special Projects and Secretary to the Board of Overseers, Columbia Business School of Columbia University (1990 – 2006) | | | 9 | | | Advantage Advisers Xanthus Fund, L.L.C. | |
Interested Continuing Director(2) | | ||||||||||||
Mitchell A. Tanzman (62) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Director and Principal Executive Officer | | | Term – Indefinite Length – Since Inception | | | Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006; Co-Head of UBS Financial Services’ Alternative Investment Group (1998 – 2005); Operating Committee Member of UBS Financial Services, Inc. (2004 – 2005) | | | 9 | | | None | |
Officers Who are Not Directors | | ||||||||||||
Michael Mascis (53) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Principal Accounting Officer | | | Term – Indefinite Length – Since Inception | | | Chief Financial Officer of Central Park Group since 2006 | | | N/A | | | N/A | |
Seth L. Pearlstein (55) Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Chief Compliance Officer | | | Term – Indefinite Length – Since 2016 | | | Chief Compliance Officer of Central Park Group since 2015; General Counsel and Chief Compliance Officer of W.P. Stewart & Co., Ltd. (2008 – 2014); previously, Associate General Counsel (2002 – 2007) | | | N/A | | | N/A | |
Gregory Brousseau (66) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Vice President | | | Term – Indefinite Length – Since 2018 | | | Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006 | | | N/A | | | N/A | |
Ruth Goodstein (61) c/o Central Park Group, LLC 500 Fifth Avenue, 31st Floor New York, NY 10110 Vice President | | | Term – Indefinite Length – Since 2018 | | | Chief Operating Officer of Central Park Group since 2006 | | | N/A | | | N/A | |
(“NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL”)
Secretary
Class A Units | | | Class I Units | |
45,299,310.172 | | | 13,859,475.285 | |
Class A Units | | | Class I Units | |
669,270,128.205 | | | 440,813,084.967 | |
Member | | | Voting Interest | | |||
Central Park Advisers, LLC | | | | | 0.20% | | |
CPG Carlyle Commitments Fund, LLC | | | | | 99.80% | | |
| | | | CENTRAL PARK ADVISERS, LLC | | |||
| | | | By: | | | Name: Title: | |
| | | | CPG CARLYLE PRIVATE EQUITYCOMMITMENTS [MASTER] FUND, LLC | | |||
| | | | By: | | | | |
and Director Nominee
Name of Director | | | Dollar Range of Equity Securities of CPG Carlyle Commitments Fund, LLC | | | Dollar Range of Equity Securities of CPG Carlyle Commitments Fund Master Fund, LLC | | | Aggregate Dollar Range of Equity Securities of All Registered Investment Companies Overseen by the Director in the Fund Complex | |
Joan Shapiro Green | | | None | | | None | | | None | |
Kristen M. Leopold | | | None | | | None | | | None | |
Janet L. Schinderman | | | None | | | None | | | None | |
Sharon J. Weinberg | | | None | | | None | | | None | |
Mitchell A. Tanzman | | | Over $100,000 | | | None | | | Over $100,000 | |
Director | | | Aggregate Compensation from CPG Carlyle Commitments Fund, LLC | | | Aggregate Compensation from CPG Carlyle Commitments Master Fund, LLC | | | Total Compensation from Funds and Fund Complex Paid to Directors | | |||||||||
Joan Shapiro Green | | | | $ | 21,500 | | | | | $ | 21,500 | | | | | $ | 179,334(8)* | | |
Kristen M. Leopold | | | | $ | 21,500 | | | | | $ | 21,500 | | | | | $ | 179,334(8)* | | |
Janet L. Schinderman | | | | $ | 21,500 | | | | | $ | 21,500 | | | | | $ | 179,334(8)* | | |
Sharon J. Weinberg | | | | $ | 21,500 | | | | | $ | 21,500 | | | | | $ | 179,334(8)* | | |
Name | | | Position | |
Mitchell A. Tanzman | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Michael Mascis | | | Manager and Chief Financial Officer | |
Gregory Brousseau | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Ruth Goodstein | | | Manager and Chief Operating Officer | |
Name | | | Address | |
Macquarie Management Holdings, Inc. | | | 100 Independence, 610 Market Street, Philadelphia, PA 19106 | |
Macquarie Affiliated Managers (USA) Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Affiliated Managers Holdings (USA) Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie FG Holdings Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Equities (US) Holdings Pty Limited | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Group (US) Holdings No. 1 Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Corporate International Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Corporate Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Financial Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Group Limited | | | Level 6, 50 Martin Place, Sydney NSW 2000, Australia | |
Name | | | Position with Funds | | | Position with Adviser | |
Mitchell A. Tanzman | | | Director and Principal Executive Officer | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Michael Mascis | | | Principal Accounting Officer and Secretary | | | Manager and Chief Financial Officer | |
Seth L. Pearlstein | | | Chief Compliance Officer | | | Chief Compliance Officer | |
Gregory Brousseau | | | Vice President | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Ruth Goodstein | | | Vice President | | | Manager and Chief Operating Officer | |
Fund Name | | | Date of Current Investment Advisory Agreement | | | Date Current Investment Advisory Agreement was Last Submitted to Member Vote | | | Date Current Investment Advisory Agreement was Last Approved by Directors | | |||||||||
CPG Carlyle Commitments Fund, LLC | | | | | 12/14/2012 | | | | | | 12/14/2012 | | | | | | 3/18/2021 | | |
CPG Carlyle Commitments Master Fund, LLC | | | | | 12/14/2012 | | | | | | 12/14/2012 | | | | | | 3/18/2021 | | |
Fund Name | | | Fiscal Year End | | | Net Advisory Fee Paid to the Adviser | | ||||||
CPG Carlyle Commitments Fund, LLC | | | | | 3/31/21 | | | | | $ | 0 | | |
CPG Carlyle Commitments Master Fund, LLC | | | | | 3/31/21 | | | | | $ | 11,696,479 | | |
Total | | | | | | | | | | $ | 11,696,479 | | |
Fund Name | | | Rate of Compensation Paid to the Adviser | | |||
CPG Carlyle Commitments Fund, LLC | | | | | None | | |
CPG Carlyle Commitments Master Fund, LLC | | | 1.20% | |
Fund | | | Class of Units Owned | | | Name | | | Address | | | Units Held | | | Percentage of Units Owned | | ||||||
CPG Carlyle Commitments Fund, LLC | | | Class I | | | David D. Casey | | | Overland Park, Kansas 66221 | | | | | 930,264.386 | | | | | | 6.43% | | |
Fund | | | Name | | | Address | | | Voting Interest Owned | | |||
CPG Carlyle Commitments Master Fund, LLC | | | CPG Carlyle Commitments Fund, LLC | | | 500 Fifth Avenue, 31st Floor, New York, New York 10110 | | | | | 99.80% | | |
| | | Fiscal Year Ended March 31, 2021 | | | Fiscal Year Ended March 31, 2020 | | ||||||
CPG Carlyle Commitments Fund, LLC | | | | | | | | | | | | | |
Audit Fees(1) | | | | $ | 67,704 | | | | | $ | 77,704 | | |
Audit-Related Fees(2) | | | | | 0 | | | | | | 0 | | |
Tax Fees(3) | | | | | 120,000 | | | | | | 120,000 | | |
All Other Fees(4) | | | | | 0 | | | | | | 0 | | |
Total | | | | $ | 187,704 | | | | | $ | 197,704 | | |
CPG Carlyle Commitments Master Fund, LLC | | | | | | | | | | | | | |
Audit Fees(1) | | | | $ | 67,704 | | | | | $ | 77,704 | | |
Audit-Related Fees(2) | | | | | 0 | | | | | | 0 | | |
Tax Fees(3) | | | | | 135,000 | | | | | | 117,000 | | |
All Other Fees(4) | | | | | 0 | | | | | | 0 | | |
Total | | | | $ | 202,704 | | | | | $ | 194,704 | | |
| | | Fiscal Year Ended March 31, 2021 | | | Fiscal Year Ended March 31, 2020 | | ||||||
CPG Carlyle Commitments Fund, LLC | | | | $ | 120,000 | | | | | $ | 120,000 | | |
CPG Carlyle Commitments Master Fund, LLC | | | | | 135,000 | | | | | | 117,000 | | |
100 F Street, N. E.
Washington, D.C. 20549
Ladies and Gentlemen:
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64052-Z81592 1. To elect Sharon J. Weinberg to the Board of the Fund and provide instructions for the Fund to elect Sharon J. Weinberg to the Board of CPG Carlyle Commitments Master Fund, LLC. 2. To approve a new investment advisory agreement for the Fund and provide instructions for the Fund to approve a new investment advisory agreement for CPG Carlyle Commitments Master Fund, LLC. The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. For Withhold For Against Abstain ! ! ! ! ! CPG CARLYLE COMMITMENTS FUND, LLC CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 The Board of Directors recommends you vote FOR the following proposals: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022 You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64053-Z81592 CPG CARLYLE COMMITMENTS FUND, LLC The undersigned member(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Members of CPG CARLYLE COMMITMENTS FUND, LLC and CPG CARLYLE COMMITMENTS MASTER FUND, LLC to be held virtually on February 18, 2022 at 12:30 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1 and "FOR" proposal 2. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Members, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64054-Z81592 CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 1. To elect Sharon J. Weinberg to the Board of the Fund. 2. To approve a new investment advisory agreement for the Fund. The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. For Withhold For Against Abstain ! ! ! ! ! CPG CARLYLE COMMITMENTS MASTER FUND, LLC The Board of Directors recommends you vote FOR the following proposals: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022 You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64055-Z81592 Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Members, Proxy Statement and Form of Proxy are available at www.proxyvote.com. CPG CARLYLE COMMITMENTS MASTER FUND, LLC The undersigned member(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Members of CPG CARLYLE COMMITMENTS FUND, LLC and CPG CARLYLE COMMITMENTS MASTER FUND, LLC to be held virtually on February 18, 2022 at 12:30 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022, and at any and all adjournments or postponements thereof, all interests of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The interests represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1 and "FOR" proposal 2. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |