UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22763
CPG Carlyle Commitments Fund, LLC
(Exact name of registrant as specified in charter)
805 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
Mitchell A. Tanzman
c/o Central Park Advisers, LLC
805 Third Avenue
New York, NY 10022
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 317-9200
Date of fiscal year end: March 31
Date of reporting period: March 31, 2018
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
CPG Carlyle Commitments Fund, LLC
Financial Statements
For the Year Ended March 31, 2018
(Including the Financial Statements of
CPG Carlyle Commitments Master Fund, LLC)
With Report of Independent Registered Public Accounting Firm
CPG Carlyle Commitments Fund, LLC
Table of Contents
For the Period from April 1, 2017 to March 31, 2018
Report of Independent Registered Public Accounting Firm | 1 |
Statement of Assets and Liabilities | 2 |
Statement of Operations | 3 |
Statements of Changes in Net Assets | 4 |
Statement of Cash Flows | 5 |
Financial Highlights | 6-7 |
Notes to Financial Statements | 8-12 |
Other Information (unaudited) | 13-14 |
Fund Management (unaudited) | 15-16 |
Financial Statements of CPG Carlyle Commitments Master Fund, LLC* | Appendix A |
| * | For a description of the Master Fund (as defined in Note 1), into which the Fund invests substantially all of its assets, please see the attached financial statements of the Master Fund, which should be read in conjunction with the financial statements of the Fund. |
CPG Carlyle Commitments Fund, LLC
Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2018
The Board of Directors and Unit holders of
CPG Carlyle Commitments Fund, LLC
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of CPG Carlyle Commitments Fund, LLC (the “Fund”), as of March 31, 2018, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the period from June 1, 2013 (commencement of operations) through March 31, 2014 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at March 31, 2018, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the four years in the period then ended and the period from June 1, 2013 (commencement of operations) through March 31, 2014, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
![](https://capedge.com/proxy/N-CSR/0001398344-18-008782/fp0033879_1.jpg)
We have served as the auditor of one or more Central Park Group investment companies since 2007.
Boston, Massachusetts
May 30, 2018
1
CPG Carlyle Commitments Fund, LLC
Statement of Assets and Liabilities
March 31, 2018
Assets | | | |
Investment in CPG Carlyle Commitments Master Fund, LLC, at fair value (cost $784,294,094) | | $ | 1,044,934,983 | |
Cash | | | 4,582,416 | |
Due from CPG Carlyle Commitments Master Fund, LLC | | | 11,192,942 | |
Prepaid expenses and other assets | | | 42,069 | |
Total Assets | | | 1,060,752,410 | |
| | | | |
Liabilities | | | | |
Payable for shares repurchased | | | 11,201,568 | |
Capital contributions received in advance | | | 4,582,416 | |
Sub-placement agent fee payable | | | 1,083,422 | |
Professional fees payable | | | 227,345 | |
Transfer agent fees payable | | | 204,923 | |
Payable to Adviser | | | 34,947 | |
Accounting and administration fees payable | | | 7,885 | |
Accounts payable and other accrued expenses | | | 8,553 | |
Total Liabilities | | | 17,351,059 | |
Net Assets | | $ | 1,043,401,351 | |
| | | | |
Composition of Net Assets: | | | | |
Paid-in capital | | $ | 1,044,480,771 | |
Accumulated net investment loss | | | (2,844,169 | ) |
Accumulated net realized loss from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | (63,776,517 | ) |
Accumulated net unrealized appreciation on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 65,541,266 | |
Net Assets | | $ | 1,043,401,351 | |
| | | | |
Net Assets Attributable to: | | | | |
Class A Units | | $ | 712,303,263 | |
Class I Units | | | 331,098,088 | |
| | $ | 1,043,401,351 | |
Units of Beneficial Interest Outstanding (Unlimited Number of Units Authorized): | | | | |
Class A Units | | | 56,660,155 | |
Class I Units | | | 12,508,662 | |
| | | 69,168,817 | |
Net Asset Value per Unit: | | | | |
Class A Units* | | $ | 12.57 | |
Class I Units | | $ | 26.47 | |
| * | Class A Unit Investors may be charged a sales load (“placement fee”) up to a maximum of 3.50% on the amount they invest. |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
2
CPG Carlyle Commitments Fund, LLC
Statement of Operations
For the Year Ended March 31, 2018
Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC | | | |
Dividend income | | $ | 15,462,879 | |
Interest income | | | 2,231,447 | |
Expenses | | | (13,867,040 | ) |
Net Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC | | | 3,827,286 | |
| | | | |
Fund Expenses | | | | |
Sub-placement agent fee | | | 4,236,729 | |
Transfer agent fees | | | 863,130 | |
Professional fees | | | 377,755 | |
Directors' and Officer fees | | | 111,500 | |
Accounting and administration fees | | | 34,379 | |
Other fees | | | 148,686 | |
Net Fund Expenses | | | 5,772,179 | |
| | | | |
Net Investment Loss | | | (1,944,893 | ) |
| | | | |
Net Realized Gain and Change in Unrealized Depreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities Allocated from CPG Carlyle Commitments Master Fund, LLC | | | | |
Net realized gain from: | | | | |
Investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 102,820,409 | |
Net change in unrealized depreciation on: | | | | |
Investments and other foreign currency denominated assets and liabilities, net of income taxes | | | (947,953 | ) |
Net Realized Gain and Change in Unrealized Depreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities Allocated from CPG Carlyle Commitments Master Fund, LLC | | | 101,872,456 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 99,927,563 | |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
3
CPG Carlyle Commitments Fund, LLC
Statements of Changes in Net Assets
| | Year Ended March 31, 2018 | | | Year Ended March 31, 2017 | |
Changes in Net Assets Resulting from Operations | | | | | | |
Net investment loss, net of income taxes | | $ | (1,944,893 | ) | | $ | (8,658,183 | ) |
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 102,820,409 | | | | 57,482,473 | |
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | (947,953 | ) | | | 43,569,510 | |
Net Change in Net Assets Resulting from Operations | | | 99,927,563 | | | | 92,393,800 | |
| | | | | | | | |
Distributions to investors | | | | | | | | |
From net realized gains | | | | | | | | |
Class A Units | | | (89,716,255 | ) | | | (61,116,857 | ) |
Class I Units | | | (39,312,099 | ) | | | (23,254,036 | ) |
Net Change in Net Assets from Distributions to Investors | | | (129,028,354 | ) | | | (84,370,893 | ) |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 12,353,386 | | | | 54,667,808 | |
Reinvested distributions | | | 84,091,812 | | | | 57,007,901 | |
Capital withdrawals | | | (42,743,074 | ) | | | (37,540,613 | ) |
Total Class A Units Transactions | | | 53,702,124 | | | | 74,135,096 | |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 51,396,302 | | | | 56,966,535 | |
Reinvested distributions | | | 36,852,342 | | | | 21,874,533 | |
Capital withdrawals | | | (22,092,765 | ) | | | (14,342,852 | ) |
Total Class I Units Transactions | | | 66,155,879 | | | | 64,498,216 | |
Net Change in Net Assets Resulting from Capital Transactions | | | 119,858,003 | | | | 138,633,312 | |
| | | | | | | | |
Total Net Increase in Net Assets | | | 90,757,212 | | | | 146,656,219 | |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of year | | | 952,644,139 | | | | 805,987,920 | |
End of year | | $ | 1,043,401,351 | | | $ | 952,644,139 | |
Accumulated Net Investment Loss | | $ | (2,844,169 | ) | | $ | (8,574,760 | ) |
| | | | | | | | |
Unit Activity | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 931,680 | | | | 4,219,757 | |
Reinvested distributions | | | 6,794,529 | | | | 4,591,894 | |
Capital withdrawals | | | (3,210,978 | ) | | | (2,870,367 | ) |
Net Change in Class A Units Outstanding | | | 4,515,231 | | | | 5,941,284 | |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 1,865,516 | | | | 2,110,665 | |
Reinvested distributions | | | 1,416,951 | | | | 843,508 | |
Capital withdrawals | | | (787,398 | ) | | | (522,774 | ) |
Net Change in Class I Units Outstanding | | | 2,495,069 | | | | 2,431,399 | |
| | | | | | | | |
Total Change in Units Outstanding | | | 7,010,300 | | | | 8,372,683 | |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
4
CPG Carlyle Commitments Fund, LLC
Statement of Cash Flows
For the Year Ended March 31, 2018
Cash Flows From Operating Activities | | | |
Net increase in net assets from operations | | $ | 99,927,563 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | | | | |
Net investment income allocated from CPG Carlyle Commitments Master Fund, LLC | | | (3,827,286 | ) |
Net realized gain on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes | | | (102,820,409 | ) |
Net change in unrealized depreciation on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes | | | 947,953 | |
Purchases of interests in CPG Carlyle Commitments Master Fund, LLC | | | (63,749,688 | ) |
Sales of interests in CPG Carlyle Commitments Master Fund, LLC | | | 78,801,081 | |
Increase/(Decrease) in Assets: | | | | |
Due from CPG Carlyle Commitments Master Fund, LLC | | | (1,336,774 | ) |
Prepaid expenses and other assets | | | 17,764 | |
Increase/(Decrease) in Liabilities: | | | | |
Payable to Adviser | | | 29,275 | |
Sub-placement agent fee payable | | | 40,654 | |
Transfer agent fees payable | | | 30,060 | |
Professional fees payable | | | (228,108 | ) |
Accounting and administration fees payable | | | 1,261 | |
Net Cash Provided by Operating Activities | | | 7,833,346 | |
| | | | |
Cash Flows from Financing Activities | | | | |
Proceeds from capital contributions, including capital contributions received in advance | | | 64,459,104 | |
Distributions to investors, net of reinvestments of distributions | | | (8,084,200 | ) |
Payments for shares repurchased, net of increase in payable for shares repurchased | | | (63,498,834 | ) |
Net Cash Used in Financing Activities | | | (7,123,930 | ) |
| | | | |
Net change in Cash | | | 709,416 | |
Cash at beginning of year | | | 3,873,000 | |
Cash at end of year | | $ | 4,582,416 | |
Supplemental disclosure of non-cash activities | | | | |
Reinvested distributions | | $ | 120,944,154 | |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
5
CPG Carlyle Commitments Fund, LLC
Financial Highlights
Class A Units
Per Unit Data and Ratios for a Unit of Beneficial Interest Outstanding Throughout the Year/Period
| | For the Years Ended March 31 | | | Period from June 1, 2013* to | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | March 31, 2014 | |
Per Unit Operating Performance: | | | | | | | | | | | | | | | |
Net Asset Value, beginning of year/period | | $ | 13.03 | | | $ | 13.00 | | | $ | 13.96 | | | $ | 13.81 | | | $ | 12.00 | |
Activity from investment operations:(1) | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | (0.02 | ) | | | (0.11 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.14 | ) |
Net realized and unrealized gain on investments | | | 1.32 | | | | 1.42 | | | | 0.10 | | | | 1.09 | | | | 1.98 | |
Total from investment operations | | | 1.30 | | | | 1.31 | | | | (0.04 | ) | | | 0.93 | | | | 1.84 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | | | | | |
From net realized gains | | | (1.76 | ) | | | (1.28 | ) | | | (0.92 | ) | | | (0.78 | ) | | | (0.03 | ) |
Total distributions to investors | | | (1.76 | ) | | | (1.28 | ) | | | (0.92 | ) | | | (0.78 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Asset Value, end of year/period | | $ | 12.57 | | | $ | 13.03 | | | $ | 13.00 | | | $ | 13.96 | | | $ | 13.81 | |
| | | | | | | | | | | | | | | | | | | | |
Net Assets, end of year/period (in thousands) | | $ | 712,303 | | | $ | 679,521 | | | $ | 600,847 | | | $ | 477,860 | | | $ | 231,901 | |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net investment loss | | | (0.38 | %) | | | (1.16 | %) | | | (1.71 | %) | | | (1.89 | %) | | | (2.27 | %)(2) |
Gross Expenses (3) | | | 2.13 | % | | | 2.27 | % | | | 2.23 | % | | | 2.15 | % | | | 3.23 | %(2) |
Expense Recoupment/(Waiver) | | | — | | | | — | | | | — | | | | 0.15 | % | | | (0.65 | %)(2) |
Net Expenses (4) | | | 2.13 | % | | | 2.27 | % | | | 2.23 | % | | | 2.30 | % | | | 2.58 | %(2) |
Portfolio Turnover Rate (Master Fund) | | | 0.35 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | %(5) |
Total Return (6) | | | 8.48 | % | | | 10.57 | % | | | (0.32 | %) | | | 7.05 | % | | | 15.31 | %(5) |
| * | Commencement of operations. |
| (1) | Selected data is for a single unit outstanding throughout the year. |
| (2) | Annualized for periods less than one full year. |
| (3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Advisor. |
| (4) | Included in the above ratio are other expenses of 0.33% as of March 31, 2018, 0.47% as of March 31, 2017, 0.49% as of March 31, 2016, 0.50% as of March 31, 2015 and 0.76% as of March 31, 2014. |
| (6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
6
CPG Carlyle Commitments Fund, LLC
Financial Highlights
Class I Units
Per Unit Data and Ratios for a Unit of Beneficial Interest Outstanding Throughout the Year/Period
| | For the Years Ended March 31 | | | Period from July 1, 2013* to | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | March 31, 2014 | |
Per Unit Operating Performance: | | | | | | | | | | | | | | | |
Net Asset Value, beginning of year/period | | $ | 27.28 | | | $ | 27.06 | | | $ | 28.88 | | | $ | 28.38 | | | $ | 25.00 | |
Activity from investment operations:(1) | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.09 | | | | (0.09 | ) | | | (0.17 | ) | | | (0.10 | ) | | | (0.15 | ) |
Net realized gain and unrealized appreciation on investments | | | 2.80 | | | | 2.99 | | | | 0.27 | | | | 2.22 | | | | 3.56 | |
Total from investment operations | | | 2.89 | | | | 2.90 | | | | 0.10 | | | | 2.12 | | | | 3.41 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | | | | | |
From net realized gains | | | (3.70 | ) | | | (2.68 | ) | | | (1.92 | ) | | | (1.62 | ) | | | (0.03 | ) |
Total distributions to investors | | | (3.70 | ) | | | (2.68 | ) | | | (1.92 | ) | | | (1.62 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Asset Value, end of year/period | | $ | 26.47 | | | $ | 27.28 | | | $ | 27.06 | | | $ | 28.88 | | | $ | 28.38 | |
| | | | | | | | | | | | | | | | | | | | |
Net Assets, end of year/period (in thousands) | | $ | 331,098 | | | $ | 273,123 | | | $ | 205,141 | | | $ | 145,778 | | | $ | 44,548 | |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.24 | % | | | (0.54 | %) | | | (1.11 | %) | | | (1.28 | %) | | | (1.64 | %)(2) |
Gross Expenses (3) | | | 1.53 | % | | | 1.67 | % | | | 1.63 | % | | | 1.55 | % | | | 2.47 | %(2) |
Expense Recoupment/(Waiver) | | | — | | | | — | | | | — | | | | 0.15 | % | | | (0.49 | %)(2) |
Net Expenses (4) | | | 1.53 | % | | | 1.67 | % | | | 1.63 | % | | | 1.70 | % | | | 1.98 | %(2) |
Portfolio Turnover Rate (Master Fund) | | | 0.35 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | %(5) |
Total Return (6) | | | 9.13 | % | | | 11.23 | % | | | 0.28 | % | | | 7.70 | % | | | 13.65 | %(5) |
| * | Commencement of operations. |
| (1) | Selected data is for a single unit outstanding throughout the year. |
| (2) | Annualized for periods less than one full year. |
| (3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Advisor. |
| (4) | Included in the above ratio are other expenses of 0.33% as of March 31, 2018, 0.47% as of March 31, 2017, 0.49% as of March 31, 2016, 0.50% as of March 31, 2015 and 0.76% as of March 31, 2014. |
| (6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of redemption fees. |
See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.
7
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements
March 31, 2018
CPG Carlyle Commitments Fund, LLC (the “Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Fund commenced operations on June 1, 2013. The Fund’s investment objective is to seek attractive long-term capital appreciation. In pursuing its investment objective, the Fund intends to invest substantially all of its assets in limited liability company interests (“Interests”) in CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”), a limited liability company organized under the laws of the State of Delaware, which is also registered under the 1940 Act. The Master Fund expects to invest predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), co-investments and direct investments (“Direct Investments”) sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates (“Carlyle”) with an emphasis on private equity funds as more fully described in the Confidential Memorandum as amended from time to time. The Fund’s and Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended.
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, 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 Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Fund 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 management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Fund and to the oversight of the Board. The Directors have engaged the Adviser to be responsible for the day-to-day management of the Fund.
As of March 31, 2018, the Fund owned 100.00% of the Interests in the Master Fund with the Adviser owning an amount which rounded to less than 0.00%.
The Fund’s term is perpetual unless it is otherwise dissolved under the terms of its formation documents.
The Fund offers two classes of Units, Class A Units and Class I Units, which differ in their respective sales load (the “Placement Fee”) and Sub-Placement Agent Fee (as defined below). Each class of Units may be purchased as of the first business day of each month based upon their respective then current net asset values. Class A Unit Investors may be charged a Placement Fee up to a maximum of 3.50% on the amount they invest. No placement fee will be charged on purchases of Class I Units. Class A Units are subject to an ongoing fee (the “Sub-Placement Agent Fee”) at an annualized rate of 0.60% of the aggregate net assets of the Fund attributable to Class A Units. Class I Units are not subject to the Sub-Placement Agent Fee.
The Fund’s financial statements should be read in conjunction with the Master Fund’s financial statements, which are included as Appendix A.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Federal Tax Information: It is the Fund’s policy to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply
8
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Continued)
March 31, 2018
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
with the provisions of the Code applicable to RICs and to distribute to its investors substantially all of its distributable net investment income and net realized gain on investments. In addition, the Fund intends to make distributions to avoid excise taxes. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.
The Fund has adopted a tax year end of September 30 (“Tax Year”). As such, the Fund’s tax basis capital gains and losses will only be determined at the end of each Tax Year. Accordingly, tax basis distributions made during the 12 month period ended March 31, 2018, but after the Tax Year ended September 30, 2017 will be reflected in the financial statement footnotes for the fiscal year ended March 31, 2018.
Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. Tax years 2017, 2016 and 2015 remain subject to examination by the U.S. taxing authorities. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended March 31, 2018, the Fund did not incur any interest or penalties.
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of the federal income and excise tax provisions impacting RICs, including simplification provisions on asset diversification and qualifying income tests, provisions aimed at preserving the character of the distributions made by the RIC and coordination of the income and excise tax distribution requirements, and provisions for allowing unlimited years carryforward for capital losses.
The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gains or loss items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.
The March 31, 2018 book cost has been adjusted for book/tax basis differences as of the Fund’s last tax year end, September 30, 2017. The cost of investments and the gross unrealized appreciation and depreciation on investments as of March 31, 2018 are noted below.
Federal tax cost of investments | | $ | 1,001,301,312 | |
Gross unrealized appreciation | | | 114,555,225 | |
Gross unrealized depreciation | | | (63,318,055 | ) |
Net unrealized appreciation | | | 51,237,170 | |
The tax character of distributions paid during the Tax Year ended September 30, 2017 and September 30, 2016 was as follows:
| | 2017 | | | 2016 | |
Long-term capital gains | | $ | 84,370,893 | | | $ | 49,998,447 | |
9
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Continued)
March 31, 2018
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
As of September 30, 2017, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income | | $ | — | |
Undistributed long-term capital gains | | | 1,361,335 | |
Unrealized appreciation | | | 51,237,170 | a |
Accumulated capital & other losses | | | (258,403 | )b |
Other differences | | | (71,611 | ) |
Total accumulated earnings | | $ | 52,268,491 | |
| a | The difference between book basis and tax basis unrealized appreciation is primarily attributable to the tax treatment of partnerships. |
| b | At September 30, 2017, the Fund had a qualified late-year ordinary loss deferral of $258,403 which is deemed to arise on October 1, 2017. |
Permanent book and tax differences resulted in reclassification for the tax year ended September 30, 2017 as follows:
Paid in capital | | $ | (79,264,827 | ) |
Accumulated net investment loss | | | 7,675,484 | |
Accumulated net realized gain | | | 71,589,343 | |
Permanent book and tax differences, primarily attributable to partnerships and net operating loss, resulted in reclassifications for the tax year ended September 30, 2017. These reclassifications had no effect on net assets.
Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Fund.
Allocations from the Master Fund: In accordance with U.S. GAAP, the Fund, as the holder of Interests in the Master Fund, records in its financial statements its allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation in the Master Fund.
Investment Transactions: Expenses that are specifically attributed to the Fund are accrued and charged to the Fund. Although the Fund bears its proportionate share of the management fees paid by the Master Fund, the Fund pays no direct management fee to the Adviser.
Dividends and distributions to unit holders: Dividends from net investment income, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually. The Fund records dividends and distributions to its unit holders on ex-¬dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations, or net asset value per Unit of the Fund.
Multiple Classes of Units: All Investors bear the common expenses of the Fund. Dividends are declared separately for each class. Income, non-class specific expenses and realized and unrealized gains and losses are allocated monthly to each class of Units based on the value of total Units outstanding of each class, without distinction between Unit classes. Expenses attributable to a particular class of Units, such as Sub-Placement Agent Fee, are allocated directly to that class.
10
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Continued)
March 31, 2018
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities.
3. RELATED PARTY TRANSACTIONS AND OTHER
During the year ended March 31, 2018, the Adviser was due $34,947 for expense payments made on behalf of the Fund and it is included in Payable to Adviser in the Statement of Assets and Liabilities.
Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Fund for any amounts thereunder.
Effective January 1, 2017, each member of the Board who is not an “interested person” of the Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $14,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Fund related to Independent Directors for the year ended March 31, 2018 were $84,000, which is included in Directors’ and Officer fees in the Statement of Operations.
During the year ended March 31, 2018, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $27,500 which is included in the Directors’ and Officer fees in the Statement of Operations.
Certain Officers and Directors of the Fund are also Officers of the Adviser and are registered representatives of Foreside Fund Services, LLC.
4. ADMINISTRATION, CUSTODIAN FEES AND DISTRIBUTION
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 year ended March 31, 2018, the total administration fees were $34,379 which is included as accounting and administration fees in the Statement of Operations, of which $7,885 was payable and is included as accounting and administration fees payable in the Statement of Assets and Liabilities at March 31, 2018.
The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Fund.
Foreside Fund Services, LLC (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 retain sub-placement agents for distribution services and to provide related sales support services to Investors. The Fund pays a quarterly Sub-Placement Agent Fee out of the net assets of Class A Units at the annual rate of 0.60% of the aggregate net asset value of Class A Units, determined and accrued as of the last day of each calendar month (before any repurchases of Class A Units). The Sub-Placement Agent Fee is charged on an aggregate class-wide basis, and Investors in Class A Units will be subject to the Sub-Placement Agent Fee regardless of how long they have held their Class A Units. The Sub-Placement Agent Fee is paid to the Placement Agent to reimburse it for payments made to sub-placement agents. Payment of the Sub-Placement Agent Fee is governed by the Fund’s Distribution Plan, which was adopted by the Fund, pursuant to the conditions of the exemptive order issued by the Securities and Exchange Commission (“SEC”), with respect to Class A Units in compliance with Rule 12b-1 under the 1940 Act. For the year ended March 31, 2018, the total Sub-Placement Agent Fee was $4,236,729, of which $1,083,422 was payable at March 31, 2018.
11
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Continued)
March 31, 2018
5. REPURCHASE OF UNITS
Investors do not have the right to require the Fund to redeem their Units. To provide a limited degree of liquidity to Investors, the Fund may, from time to time, offer to repurchase Units pursuant to written tenders by Investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Fund offer to repurchase Units from Investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date. Since all or substantially all of the Fund’s assets will be invested in the Master Fund, the Fund does not expect to conduct a repurchase offer of Units unless the Master Fund contemporaneously conducts a repurchase offer of its interests.
A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from an Investor at any time prior to the day immediately preceding the first anniversary of the Investor’s purchase of such Units. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining investors.
6. INDEMNIFICATION
Under the Fund’s organizational documents, its officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnification or warranties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
7. SUBSEQUENT EVENTS
Subsequent events after March 31, 2018 have been evaluated through the date the financial statements were issued. Subscriptions into the Fund for April 1, 2018 and May 1, 2018, equaled $2,019,378 and $1,945,494 for Class A Units and $4,185,016 and $3,466,000 for Class I Units, respectively.
12
CPG Carlyle Commitments Fund, LLC
Other Information (Unaudited)
March 31, 2018
Proxy Voting
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Fund’s first and third fiscal quarters of each fiscal year. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Fund’s portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).
Advisory Agreement Approval
The Directors, including the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended), last evaluated the Investment Advisory Agreements (the “Advisory Agreements”) of the Master Fund and the Feeder Fund (together with the Master Fund, the “Funds”) at a meeting on March 14, 2018. Because no additional advisory fee is charged under the Feeder Fund’s Investment Advisory Agreement, both Advisory Agreements were considered together. The Independent Directors met in an executive session during which they were advised by and had the opportunity to discuss with independent legal counsel the approval of the Advisory Agreements. The Directors discussed with the Adviser information regarding the Adviser, its affiliates and its personnel, operations and financial condition. Tables prepared by the Adviser indicating comparative fee information, and comparative performance information, as well as a summary financial analysis for the Funds, were also included in the meeting materials and were reviewed and discussed. The Directors discussed with representatives of the Adviser the Funds’ operations and the Adviser’s ability to provide advisory and other services to the Funds.
The Directors reviewed, among other things, the nature of the advisory services provided by the Adviser, including its investment process, and the experience of the investment advisory and other personnel providing services to the Funds. The Directors discussed the ability of the Adviser to manage the Funds’ investments in accordance with the Funds’ stated investment objectives and policies, as well as the services to be provided by the Adviser to the Funds, including administrative and compliance services, oversight of fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Funds. The Directors acknowledged the Adviser’s employment of highly skilled investment professionals, research analysts and administrative and compliance staff members to ensure that a high level of quality in investment, compliance and administrative services would be provided to the Funds. The Directors also recognized the benefits that the Funds derive from the resources available to the Adviser. Accordingly, the Directors felt that the quality of service offered by the Adviser to the Funds supported the approval of the Advisory Agreements and that the personnel providing such services had sufficient expertise to manage the Funds.
The Directors reviewed the performance of the Funds and compared that performance to the performance of its comparative indices, and to the performance of other investment companies presented by the Adviser with similar strategies of investing in private equity funds (the “Comparable Funds”), noting that the Funds had outperformed the two Comparable Funds for which monthly performance was available, but underperformed the S&P 500 Index and the MSCI World Index in calendar year 2017. Also, it was noted that Class I Units out-performed six of the eight Comparable Funds but underperformed the S&P 500 Index and the MSCI World Index for the twelve months ended March 31, 2017 and the six months ended September 30, 2017. The Directors observed that, as a fund focused primarily on a single manager, the Funds’ performance will be driven in large measure by the performance of the underlying Carlyle funds, and considered the Adviser’s statement that it believed that its allocation and strategy over the year has added value through its selection of the underlying funds.
13
CPG Carlyle Commitments Fund, LLC
Other Information (Unaudited) (Continued)
March 31, 2018
The uniqueness of the Funds was noted when comparing performance to the Comparable Funds. It was noted that one of the Comparable Funds had significant direct investments (which do not have the fees of the underlying funds and may not always entail unfunded commitment obligations), three of the Comparable Funds were multi-manager funds and the other three Comparable Funds were private equity funds that were structured as commitment/drawdown vehicles. It was noted that one Comparable Fund was the most similar (given its primary focus on a single sponsor; however, as the Adviser observed, none of the Comparable Funds had the Carlyle investment focus as part of its investment strategy). It was noted that the Funds are a bespoke offering.
The Directors next considered the advisory fee being charged by the Adviser for its services to the Funds, as compared to those charged to the Comparable Funds. The information presented to the Directors showed that the Funds’ management fee was within the range of the Comparable Funds, and that the most similar Comparable Fund had the same management fee as the Funds (although it was noted that the methodologies used to calculate the fees were different and may result in the Funds paying marginally more). It was further noted that the Funds did not charge an incentive fee. The Directors also noted that the Adviser did not act as discretionary adviser to any other evergreen private equity fund of funds product.
The Directors also considered the profitability of the Adviser, both before payment to brokers and after payment to brokers, and concluded that the profits to be realized by the Adviser under the Advisory Agreements were within a range the Directors considered reasonable. The Directors also discussed the Adviser’s belief, at the current level of AUM of the Funds, that it has not experienced material unshared economies of scale, and that the Adviser does not expect any economies of scale in the near term. The Directors determined that the fee under the Advisory Agreements did not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s length bargaining, and determined to approve the Advisory Agreements. The Directors concluded that approval of the Advisory Agreements was in the best interests of each of the Funds and its respective investors.
14
CPG Carlyle Commitments Fund, LLC
Fund Management (Unaudited)
March 31, 2018
Board members of the Fund, together with information as to their positions with the Fund, principal occupations and other board memberships for the past five years, are shown below.
Four of the Directors are not “interested persons” (as defined in the Investment Company Act) of the Fund (collectively, the “Independent Directors) and perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation. The Fund’s statement of additional information (the “SAI”) includes information about the Directors and is available without charge, upon request, by calling (collect) 1-212-317-9200.
Name, Age, Address and Position(s) with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships/ Trusteeships Held by Director Outside Fund Complex During Past 5 Years |
INDEPENDENT DIRECTORS |
Joan Shapiro Green (73) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director | Term - Indefinite Length - Since Inception | Executive Director of National Council of Jewish Women New York (2007-2014); Executive Director of New York Society of Securities Analysts (2004-2006) | 3 | None |
Kristen M. Leopold (50) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 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) | 3 | Blackstone Alternative Alpha Fund; Blackstone Alternative Alpha Fund II; Blackstone Alternative Alpha Master Fund; Blackstone Alternative Multi-Manager Fund |
Janet L. Schinderman (67) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 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) | 3 | Advantage Advisers Xanthus Fund, L.L.C. |
Sharon J. Weinberg (58) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director | Term - Indefinite Length - Since Inception | Managing Director, New York Ventures, Empire State Development (2016-Present); Managing Director, JPMorgan Asset Management (2000-2015); Vice President, JPMorgan Investment Management (1996-2000); Associate, Willkie Farr & Gallagher LLP (1984-1996) | 3 | None |
15
CPG Carlyle Commitments Fund, LLC
Fund Management (Unaudited) (Continued)
March 31, 2018
Name, Age, Address and Position(s) with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships/ Trusteeships Held by Director Outside Fund Complex During Past 5 Years |
INTERESTED DIRECTORS |
Mitchell A. Tanzman (58) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director and Principal Executive Officer | Term - Indefinite Length - Since Inception | Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group, LLC since 2006 Co-Head of UBS Financial Services’ Alternative Investment Group (1998-2005); Operating Committee Member of UBS Financial Services, Inc. (2004-2005) | 3 | None |
OFFICER(S) WHO ARE NOT DIRECTORS |
Michael Mascis (50) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Principal Accounting Officer | Term - Indefinite Length - Since Inception | Chief Financial Officer of Central Park Group, LLC since 2006 | N/A | N/A |
Seth L. Pearlstein (52) Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Chief Compliance Officer | Term - Indefinite Length - Since 2016 | Chief Compliance Officer of Central Park Group LLC 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 |
16
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Statements
For the Year Ended March 31, 2018
With Report of Independent Registered Public Accounting Firm
CPG Carlyle Commitments Master Fund, LLC
Table of Contents
For the Period from April 1, 2017 to March 31, 2018
Report of Independent Registered Public Accounting Firm | 1 |
Consolidated Schedule of Investments | 2-6 |
Consolidated Statement of Assets and Liabilities | 7 |
Consolidated Statement of Operations | 8 |
Consolidated Statements of Changes in Net Assets | 9 |
Consolidated Statement of Cash Flows | 10 |
Consolidated Financial Highlights | 11 |
Notes to Consolidated Financial Statements | 12-19 |
Other Information (unaudited) | 20-21 |
Fund Management (unaudited) | 22-23 |
CPG Carlyle Commitments Master Fund, LLC
Report of Independent Registered Public Accounting Firm
March 31, 2018
The Board of Directors and Unit holders of
CPG Carlyle Commitments Master Fund, LLC
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of assets and liabilities of CPG Carlyle Commitments Master Fund, LLC (the “Fund”), including the consolidated schedule of investments, as of March 31, 2018, and the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the four years in the period then ended and the period from June 1, 2013 (commencement of operations) through March 31, 2014 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund at March 31, 2018, the consolidated results of its operations and its cash flows for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended and its consolidated financial highlights for each of the four years in the period then ended and the period from June 1, 2013 (commencement of operations) through March 31, 2014, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2018, by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
![](https://capedge.com/proxy/N-CSR/0001398344-18-008782/image_001.jpg)
We have served as the auditor of one or more Central Park Group investment companies since 2007.
Boston, Massachusetts
May 30, 2018
1
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments
March 31, 2018
Investment Funds — 67.67% | Geographic Region | | Cost | | | Fair Value | |
Co-Investments — 12.87% | | | | | | | |
Carlyle Eagle Coinvestment, L.P. a | North America | | $ | 9,045,894 | | | $ | 9,000,000 | |
Carlyle ECI Coinvestment, L.P. a,b | North America | | | 501,565 | | | | 836,816 | |
Carlyle Havasu Coinvestment, L.P. a,b | North America | | | 7,235,350 | | | | 7,226,860 | |
Carlyle Interlink Coinvestment, L.P. a,b | North America | | | 3,429,322 | | | | 2,264,027 | |
Carlyle Mars Partners, L.P. a,b | Asia/Pacific | | | 3,085,913 | | | | 2,713,120 | |
Carlyle PIB Coinvestment, L.P. a,b | Europe | | | 16,002,920 | | | | 18,714,753 | |
Carlyle RDSL Coinvestment, L.P. a | South America | | | 13,609,511 | | | | 22,600,120 | |
Carlyle Sapphire Partners, L.P. a,b | North America | | | 9,180,000 | | | | 10,586,054 | |
Carlyle Thunder Coinvestment, L.P. a | North America | | | 5,034,925 | | | | 4,733,779 | |
CEMOF II Master Co-Investment Partners, L.P. a | North America | | | 12,030,280 | | | | 12,596,812 | |
CSP III Canaveral Co-investment (Cayman), L.P. a,b | North America | | | 4,128,441 | | | | 3,490,195 | |
CSP III Magellan Co-investment (Cayman), L.P. a,b | North America | | | 4,519,908 | | | | 3,215,791 | |
Nash Coinvestment, L.P. a | Africa | | | 8,968,142 | | | | 11,192,966 | |
Neptune Coinvestment, LP a | Europe | | | 9,527,785 | | | | 10,457,648 | |
Reciprocal Capital Holdings LLC a | Asia/Pacific | | | 13,878,584 | | | | 13,788,555 | |
Riverstone Fieldwood Partners, L.P. a | North America | | | 7,009,249 | | | | 1,097,408 | |
Total Co-Investments | | | | 127,187,789 | | | | 134,514,904 | |
| | | | | | | | | |
Primary Investments — 21.32% | | | | | | | | | |
AlpInvest Co-Investment Fund (Onshore) VII, LP a | North America | | | 5,293,137 | | | | 4,973,337 | |
Carlyle Asia Growth Partners V, L.P. a,b | Asia/Pacific | | | 6,528,986 | | | | 7,009,783 | |
Carlyle Asia Partners IV, L.P. a | Asia/Pacific | | | 39,644,369 | | | | 57,018,330 | |
Carlyle Europe Technology Partners III, L.P. a,b | Europe | | | 12,933,088 | | | | 16,869,204 | |
Carlyle Global Financial Services Partners II, L.P. a | Global | | | 29,271,511 | | | | 30,024,894 | |
Carlyle International Energy Partners, L.P. a | Global | | | 12,348,627 | | | | 15,198,434 | |
Carlyle Partners VI, L.P. a | North America | | | 17,616,472 | | | | 20,156,735 | |
Carlyle Strategic Partners III, L.P. a | North America | | | 7,149,127 | | | | 6,241,725 | |
Carlyle Structured Credit Fund, L.P. a | North America | | | 4,795,152 | | | | 4,621,209 | |
Golub Capital Partners 10, L.P. a | North America | | | 21,000,000 | | | | 21,568,281 | |
JLL Partners Fund VII, L.P. a,b | North America | | | 11,851,488 | | | | 12,696,862 | |
TCG BDC, Inc. a | North America | | | 27,178,493 | | | | 26,373,932 | |
Total Primary Investments | | | | 195,610,450 | | | | 222,752,726 | |
| | | | | | | | | |
Secondary Investments — 33.48% | | | | | | | | | |
Aberdeen Venture Partners IV, L.P. a | North America | | | 109,864 | | | | 519,403 | |
Abraaj Private Equity Fund IV L.P. a | Middle East/ North Africa | | | 7,543,083 | | | | 8,960,700 | |
Audax Private Equity Fund, L.P. a,b | North America | | | — | | | | 13,954 | |
Brazil Buyout Coinvestment, L.P. a,b | South America | | | 134,612 | | | | 99,927 | |
Caliburn Strategic Fund a,b | Europe | | | 369,280 | | | | 550,900 | |
Canyon Distressed Opportunity Fund (Cayman), L.P. a | North America | | | 48,501 | | | | 152,559 | |
Canyon Distressed Opportunity Fund (Delaware), L.P. a | North America | | | 384,076 | | | | 1,281,257 | |
2
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Continued)
March 31, 2018
Investment Funds — 67.67% (Continued) | Geographic Region | | Cost | | | Fair Value | |
Carlyle Asia Growth Partners III, L.P. a | Asia/Pacific | | $ | 1,886,007 | | | $ | 706,919 | |
Carlyle Asia Growth Partners III Coinvestment, L.P. a,b | Asia/Pacific | | | — | | | | 83,188 | |
Carlyle Asia Growth Partners IV, L.P. a | Asia/Pacific | | | 27,084,701 | | | | 21,537,986 | |
Carlyle Asia Growth Partners IV Coinvestment, L.P. a | Asia/Pacific | | | 511,969 | | | | 232,451 | |
Carlyle Asia Partners II, L.P. a | Asia/Pacific | | | 130,845 | | | | 236,394 | |
Carlyle Asia Partners II Coinvestment, L.P. a,b | Asia/Pacific | | | 472,065 | | | | 373,577 | |
Carlyle Asia Partners III, L.P. a | Asia/Pacific | | | 3,959,470 | | | | 8,487,341 | |
Carlyle Asia Partners III Coinvestment, L.P. a | Asia/Pacific | | | 901,364 | | | | 708,070 | |
Carlyle Asia Partners IV, L.P. a | Asia/Pacific | | | 1,689,281 | | | | 1,905,483 | |
Carlyle Asia Structured Credit Opportunities Fund, L.P. a | Asia/Pacific | | | 5,921,097 | | | | 6,258,931 | |
Carlyle Cardinal Ireland Fund, L.P. a | Europe | | | 445,897 | | | | 662,743 | |
Carlyle Energy Mezzanine Opportunities Fund, L.P. a | North America | | | 7,030,353 | | | | 6,255,583 | |
Carlyle Europe Partners II, L.P. a | Europe | | | 2,886,447 | | | | 433,248 | |
Carlyle Europe Partners II Coinvestment, L.P. a | Europe | | | 738,491 | | | | 167,612 | |
Carlyle Europe Partners II Investment Holdings, L.P. - Ensus II a,b | Europe | | | 179,525 | | | | 170,083 | |
Carlyle Europe Partners III, L.P. a | Europe | | | 4,858,423 | | | | 3,188,852 | |
Carlyle Europe Partners III Investment Holdings, L.P. a | Europe | | | 4,068,666 | | | | 2,507,003 | |
Carlyle Europe Partners IV, L.P. a | Europe | | | 622,140 | | | | 855,243 | |
Carlyle Europe Technology Partners II Coinvestment, L.P. a,b | Europe | | | 215,241 | | | | 49,413 | |
Carlyle Global Financial Services Partners, L.P. a | Global | | | 5,994,764 | | | | 4,027,625 | |
Carlyle Global Financial Services Partners Coinvestment, L.P. a | Global | | | 231,582 | | | | 55,571 | |
Carlyle Global Financial Services Partners II, L.P. a | Global | | | 3,204,769 | | | | 3,411,889 | |
Carlyle Infrastructure Partners, L.P. a,b | North America | | | 4,193,754 | | | | 3,763,068 | |
Carlyle International Energy Partners, L.P. a | Global | | | 2,387,101 | | | | 2,533,071 | |
Carlyle Japan Partners II, L.P. a | Asia/Pacific | | | 896,672 | | | | 3,307,201 | |
Carlyle Japan Partners II Coinvestment, L.P. a | Asia/Pacific | | | 854,013 | | | | 268,349 | |
Carlyle Mezzanine Partners II, L.P. a | North America | | | 7,364,447 | | | | 4,360,679 | |
Carlyle Partners IV, L.P. a,b | North America | | | — | | | | 1,034,643 | |
Carlyle Partners IV Coinvestment, L.P. a,b | North America | | | 672,813 | | | | 300,425 | |
Carlyle Partners V, L.P. a,b | North America | | | 40,995,188 | | | | 40,388,402 | |
Carlyle Partners V Coinvestment, L.P. a | North America | | | 5,649,025 | | | | 1,367,963 | |
Carlyle Partners V Coinvestment (Cayman), L.P. a,b | North America | | | 1,497,337 | | | | 431,698 | |
Carlyle Partners VI a | North America | | | 13,871,493 | | | | 18,003,348 | |
Carlyle Partners VI Coinvestment A (Cayman), L.P. a,b | North America | | | 265,060 | | | | 479,432 | |
Carlyle Real Estate Partners V, L.P. a | North America | | | 1,793,802 | | | | 1,847,671 | |
Carlyle/Riverstone Global Energy and Power Fund II, L.P. a,b | North America | | | 482,561 | | | | 4,753 | |
Carlyle/Riverstone Global Energy and Power Fund III, L.P. a | North America | | | 2,387,691 | | | | 642,380 | |
Carlyle South America Buyout Fund, L.P. a | South America | | | 743,839 | | | | 969,921 | |
Carlyle Strategic Partners II, L.P. a | North America | | | 4,610,463 | | | | 1,703,325 | |
Carlyle Strategic Partners II Coinvestment, L.P. a,b | North America | | | 690,344 | | | | 381,174 | |
Carlyle Strategic Partners III, L.P. a | North America | | | 361,068 | | | | 445,933 | |
Carlyle Strategic Partners III Coinvestment, L.P. a | North America | | | 226,932 | | | | 226,654 | |
Carlyle U.S. Equity Opportunity Fund a | North America | | | 1,762,034 | | | | 1,559,838 | |
3
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Continued)
March 31, 2018
Investment Funds — 67.67% (Continued) | Geographic Region | | Cost | | | Fair Value | |
Carlyle U.S. Equity Opportunity Fund II, L.P. a | North America | | $ | 804,587 | | | $ | 902,308 | |
Carlyle U.S. Equity Opportunity Fund Coinvestment, L.P. a | North America | | | 81,515 | | | | 51,655 | |
Carlyle Venture Partners II Coinvestment, L.P. a,b | North America | | | 257,014 | | | | 425,737 | |
Carlyle Venture Partners III Coinvestment, L.P. a,b | North America | | | 187,828 | | | | 47,745 | |
Cerberus Asia Partners, L.P. Series Two a,b | Asia/Pacific | | | — | | | | 71,797 | |
Cerberus Institutional Overseas III, Ltd. a,b | North America | | | — | | | | 318,602 | |
Cerberus Institutional Partners III, L.P. a,b | North America | | | — | | | | 1,857,991 | |
Cerberus International SPV, Ltd. Class B-8 a,b | North America | | | 3,098,769 | | | | 4,555,823 | |
ComVentures V, L.P. a,b | North America | | | 19,481 | | | | 17,969 | |
Francisco Partners, LP a,b | North America | | | 83,973 | | | | 39,951 | |
Garrison Opportunity Fund II A LLC a | North America | | | 9,081,289 | | | | 11,602,759 | |
Garrison Opportunity Fund LLC - Series A a | North America | | | 31,688 | | | | 29,166 | |
Garrison Opportunity Fund LLC - Series C a | North America | | | 32,631 | | | | 31,621 | |
JLL Partners Fund V, L.P. a | North America | | | 5,515,149 | | | | 4,812,238 | |
LSVP VI Trust a,b | North America | | | — | | | | 22,124 | |
Madison Dearborn Capital Partners IV a,b | North America | | | 122,757 | | | | 225,317 | |
MENA Coinvestment, L.P. a,b | Middle East/ North Africa | | | 382,139 | | | | 267,127 | |
New Enterprise Associates 9, L.P. a,b | North America | | | 26,424 | | | | 86,529 | |
New Enterprise Associates 10, L.P. a,b | North America | | | 365,255 | | | | 678,957 | |
Newport Global Opportunities Fund, L.P. a,b | North America | | | 24,304,434 | | | | 21,583,167 | |
PIMCO Bravo Fund Onshore Feeder I, LP a | North America | | | 72,872 | | | | 99,918 | |
PIMCO Bravo Fund, LP a | North America | | | 571,089 | | | | 768,543 | |
Riverstone/Carlyle Global Energy and Power Fund IV, L.P. a | North America | | | 11,118,937 | | | | 9,637,830 | |
Riverstone/Carlyle Renewable and Alternative Energy Fund II, L.P. a | North America | | | 2,058,969 | | | | 2,260,525 | |
Riverstone Global Energy and Power Fund V, L.P. a | North America | | | 15,672,118 | | | | 15,060,543 | |
Sevin Rosen Fund VIII, L.P. a,b | North America | | | 26,494 | | | | 62,803 | |
Strategic Value Global Opportunities Feeder Fund 1-A, L.P. a,b | North America | | | 1,832,025 | | | | 5,922,782 | |
Strategic Value Global Opportunities Fund 1-A, L.P. a,b | North America | | | 122,510 | | | | 388,940 | |
Strategic Value Global Opportunities Master Fund, L.P. a,b | North America | | | 404,349 | | | | 827,590 | |
Strategic Value Special Situations Feeder Fund, L.P. a,b | North America | | | 5,938,852 | | | | 24,394,830 | |
Strategic Value Special Situations Fund, L.P. a,b | North America | | | 504,804 | | | | 2,036,821 | |
Taylor Buyer Holdings, LLC a,b | North America | | | 10,117,270 | | | | 11,684,246 | |
Three Arch Capital, L.P. a,b | North America | | | 77,992 | | | | 44,621 | |
Twin Haven Special Opportunities II Liquidating Trust a,b | North America | | | 1,003,815 | | | | 30,252 | |
Varde Investment Partners LP a,b | North America | | | — | | | | 7,209 | |
Warburg Pincus XI (Asia), L.P. a,b | Asia/Pacific | | | 50,600,000 | | | | 52,897,444 | |
WLR Recovery IV, L.P. a,b | North America | | | 5,129,045 | | | | 18,145,775 | |
Total Secondary Investments | | | | 322,974,224 | | | | 349,813,088 | |
Total Investment Funds | | | $ | 645,772,463 | | | $ | 707,080,718 | |
4
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Continued)
March 31, 2018
Direct Investments — 0.22% | Geographic Region | | Cost | | | Fair Value | |
Interlink Maritime Corp.b,c | North America | | $ | 3,414,224 | | | $ | 2,321,672 | |
Total Direct Investments | | | $ | 3,414,224 | | | $ | 2,321,672 | |
Common Stock — 0.66% |
Builders Firstsource, Inc. b | | $ | 5,643,793 | | | $ | 6,925,251 | |
Total Common Stock | | $ | 5,643,793 | | | $ | 6,925,251 | |
Asset-Backed Investments — 4.35% |
Carlyle Global Market Strategies, Series 2017-2A, Class A2A, 3.03%, 7/20/2031 | | $ | 30,000,000 | | | $ | 30,227,676 | |
Carlyle Global Market Strategies, Series 2017-2A, Class B, 3.73%, 7/20/2031 | | | 15,000,000 | | | | 15,149,695 | |
Total Asset-Backed Investments | | $ | 45,000,000 | | | $ | 45,377,371 | |
Short-Term Investments — 27.83% | | Cost | | | Fair Value | |
Certificate of Deposit — 4.78% | | | | | | |
Bank of America N.A., 1.96%, 8/1/2018 | | $ | 25,000,000 | | | $ | 24,972,100 | |
Bank of America N.A., 1.54%, 5/3/2018 | | | 25,000,000 | | | | 24,993,650 | |
Total Certificate of Deposit | | | 50,000,000 | | | | 49,965,750 | |
| | | | | | | | |
Money Market Funds — 23.05% | | | | | | | | |
Dreyfus Cash Management, Class I, 1.80% d | | | 53,829,684 | | | | 53,829,684 | |
Fidelity Institutional Prime Money Market Portfolio, Class I, 1.74% d | | | 23,540,970 | | | | 23,542,128 | |
Goldman Sachs Financial Square Money Market Fund, Class I, 1.89% d | | | 53,832,554 | | | | 53,824,301 | |
Morgan Stanley Institutional Liquidity Fund, Class I, 1.56% d | | | 2,012,245 | | | | 2,012,245 | |
Wells Fargo Advantage Cash Investment Money Market Fund, Class Select, 1.82% d | | | 53,816,408 | | | | 53,829,679 | |
Wells Fargo Advantage Heritage Money Market Fund, Class Select, 1.81% d | | | 53,825,527 | | | | 53,829,683 | |
Total Money Market Funds | | | 240,857,388 | | | | 240,867,720 | |
Total Short-Term Investments | | $ | 290,857,388 | | | $ | 290,833,470 | |
| | | | | | | | |
Total Investments — 100.73% | | $ | 990,687,868 | | | $ | 1,052,538,482 | |
Liabilities in excess of other assets — (0.73%) | | | | | | | (7,603,342 | ) |
Net Assets — 100.00% | | | | | | $ | 1,044,935,140 | |
| a | Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale. |
| b | Non-income producing security. |
| c | Level 3 securities fair valued under procedures established by the Board of Directors, represents 0.2% of Net Assets. The total value of these securities is $2,321,672. |
| d | The rate shown is the annualized 7-day yield as of March 31, 2018. |
5
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Continued)
March 31, 2018
Investments as of March 31, 2018
Private Equity Type | Percent of Total Net Assets |
Investment Funds | |
Co-Investments | 12.87% |
Primary Investments | 21.32% |
Secondary Investments | 33.48% |
Total Investment Funds | 67.67% |
Direct Investments | 0.22% |
Common Stock | 0.66% |
Asset-Backed Investments | 4.35% |
Short-Term Investments | |
Certificate of Deposit | 4.78% |
Money Market Funds | 23.05% |
Total Short-Term Investments | 27.83% |
Total Investments | 100.73% |
Liabilities in excess of other assets | (0.73%) |
Total Net Assets | 100.00% |
See accompanying notes to financial statements.
6
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Assets and Liabilities
March 31, 2018
Assets | | | |
Investments, at fair value (cost $990,687,868) | | $ | 1,052,538,482 | |
Cash | | | 2,148,250 | |
Cash denominated in foreign currencies (cost $3,912,355) | | | 3,892,726 | |
Receivable for distributions from Investment Funds | | | 5,166,702 | |
Prepaid expenses and other assets | | | 165,234 | |
Total Assets | | | 1,063,911,394 | |
| | | | |
Liabilities | | | | |
Payable for investments purchased, not yet settled | | | 436,096 | |
Payable for shares repurchased, due to Feeder | | | 11,192,942 | |
Capital contributions received in advance | | | 1,525,460 | |
Payable to Adviser | | | 3,209,539 | |
Deferred tax liability | | | 2,193,346 | |
Professional fees payable | | | 256,881 | |
Accounting and admin fees payable | | | 147,927 | |
Accounts payable and other accrued expenses | | | 14,063 | |
Total Liabilities | | | 18,976,254 | |
Net Assets | | $ | 1,044,935,140 | |
| | | | |
Composition of Net Assets | | | | |
Paid in capital | | $ | 784,294,235 | |
Accumulated net investment loss | | | (12,280,840 | ) |
Accumulated net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 207,380,463 | |
Accumulated net unrealized appreciation on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 65,541,282 | |
Net Assets | | $ | 1,044,935,140 | |
See accompanying notes to financial statements.
7
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Operations
For the Year Ended March 31, 2018
Investment Income | | | |
Dividend income | | $ | 15,462,879 | |
Interest income | | | 2,231,447 | |
| | | 17,694,326 | |
Expenses | | | | |
Management fee | | | 12,283,382 | |
Accounting and administration fees | | | 606,260 | |
Professional fees | | | 547,069 | |
Directors' and Officer fees | | | 111,500 | |
Custody fees | | | 96,391 | |
Insurance expense | | | 44,898 | |
Other fees | | | 177,540 | |
Net Expenses | | | 13,867,040 | |
| | | | |
Net Investment Income | | | 3,827,286 | |
| | | | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | | |
Net realized gain/(loss) from: | | | | |
Investments | | | 105,684,355 | |
Foreign currency | | | (1,471 | ) |
Income tax expense | | | (2,862,475 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | (2,033,338 | ) |
Foreign currency | | | (19,629 | ) |
Income tax expense | | | 1,105,014 | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | 101,872,456 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 105,699,742 | |
See accompanying notes to financial statements.
8
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statements of Changes in Net Assets
| | Year Ended March 31, 2018 | | | Year Ended March 31, 2017 | |
Changes in Net Assets Resulting from Operations | | | | | | | | |
Net investment income/(loss) | | $ | 3,827,286 | | | $ | (2,864,245 | ) |
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 102,820,409 | | | | 57,482,473 | |
Net change in unrealized appreciation (depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | (947,953 | ) | | | 43,569,510 | |
Net Change in Net Assets Resulting from Operations | | | 105,699,742 | | | | 98,187,738 | |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Capital contributions | | | 63,749,688 | | | | 100,795,736 | |
Capital withdrawals | | | (78,801,062 | ) | | | (51,880,863 | ) |
Net Change in Net Assets Resulting from Capital Transactions | | | (15,051,374 | ) | | | 48,914,873 | |
| | | | | | | | |
Total Net Increase in Net Assets | | | 90,648,368 | | | | 147,102,611 | |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of year | | | 954,286,772 | | | | 807,184,161 | |
End of year | | $ | 1,044,935,140 | | | $ | 954,286,772 | |
Accumulated Net Investment Loss | | $ | (12,280,840 | ) | | $ | (16,108,126 | ) |
See accompanying notes to financial statements.
9
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Cash Flows
For the Year Ended March 31, 2018
Cash Flows From Operating Activities | | | |
Net increase in net assets resulting from operations | | $ | 105,699,742 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | | | | |
Net realized gain from investments | | | (105,684,355 | ) |
Net change in unrealized appreciation on investments | | | 2,033,338 | |
Purchases of Investment Funds | | | (292,564,807 | ) |
Capital distributions received from Investment Funds | | | 300,831,794 | |
Net purchases of short-term investments | | | 69,996,865 | |
Purchases of asset-backed investments | | | (45,000,000 | ) |
Sales of common stock | | | 2,564,086 | |
(Increase) in Assets: | | | | |
Receivable for distributions from Investment Funds | | | (4,156,236 | ) |
Prepaid expenses and other assets | | | (104,527 | ) |
Increase/(Decrease) in Liabilities: | | | | |
Payable for investments purchased, not yet settled | | | (17,416,523 | ) |
Payable to Adviser | | | 2,244,019 | |
Income tax payable | | | 1,716,894 | |
Professional fees payable | | | (155,696 | ) |
Accounting and admin fees payable | | | 5,922 | |
Accounts payable and other accrued expenses | | | 2,459 | |
Net Cash Provided by Operating Activities | | | 20,012,975 | |
| | | | |
Cash Flows from Financing Activities: | | | | |
Proceeds from capital contributions, including capital contributions received in advance | | | 63,345,196 | |
Payments for shares repurchased, net of increase in payable for shares repurchased | | | (77,464,288 | ) |
Net Cash Used in Financing Activities | | | (14,119,092 | ) |
| | | | |
Net change in Cash | | | 5,893,883 | |
Cash at beginning of year | | | 147,093 | |
Cash at end of year * | | $ | 6,040,976 | |
| * | Includes cash denominated in foreign currencies. |
See accompanying notes to financial statements.
10
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Highlights
| | For the Years Ended March 31 | | | Period from June 1, 2013* to | |
| | 2018 | | | 2017 | | | 2016 | | | 2015 | | | March 31, 2014 | |
Net Assets: | | | | | | | | | | | | | | | |
Net Assets, end of year/period (in thousands) | | $ | 1,044,935 | | | $ | 954,287 | | | $ | 807,184 | | | $ | 624,480 | | | $ | 276,698 | |
| | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | |
Net Investment Income/(Loss) (1) | | | 0.38 | % | | | (0.32 | %) | | | (0.86 | %) | | | (1.02 | %) | | | (1.60 | %)(2) |
Gross Expenses (3) | | | 1.37 | % | | | 1.44 | % | | | 1.38 | % | | | 1.39 | % | | | 2.11 | %(2) |
Expense Recoupment/(Waiver) | | | — | | | | — | | | | — | | | | 0.05 | % | | | (0.19 | %)(2) |
Net Expenses (4) | | | 1.37 | % | | | 1.44 | % | | | 1.38 | % | | | 1.44 | % | | | 1.92 | %(2) |
Portfolio Turnover Rate | | | 0.35 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | %(5) |
Total Return (6) | | | 10.98 | % | | | 11.45 | % | | | 0.54 | % | | | 8.01 | % | | | 15.92 | %(5) |
| * | Commencement of operations. |
| (1) | The ratios do not include investment income or expenses of the Investment Funds in which the Company invests. |
| (2) | Annualized for periods less than one full year. |
| (3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursement and/or expense recoupment by the advisor. |
| (4) | Included in the above ratio are other expenses of 0.17% as of March 31, 2018, 0.23% as of March 31, 2017, 0.25% as of March 31, 2016, 0.23% as of March 31, 2015 and 0.70% as of March 31, 2014. |
| (6) | Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the year/period and adjusted for cash flows related to capital contributions during the year/period. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying notes to financial statements.
11
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements
March 31, 2018
CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Master Fund commenced operations on June 1, 2013. CPG TCG Acquisition Fund, LLC (“CPG TCG”), a wholly owned entity, is consolidated in the Master Fund’s financial statements. The Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. The Master Fund’s investment objective is to seek attractive long-term capital appreciation. The Master Fund seeks to achieve its investment objective by investing predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), Co-Investments and direct investments (“Direct Investments”) sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates (“Carlyle”) with an emphasis on private equity funds.
Subject to the requirements of the 1940 Act, the business and affairs of the Master Fund shall be managed under the direction of the Master 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 Master Fund and in its name, to do all things necessary and proper to carry out its duties under the Master 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 Master Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Master Fund shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Master Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Master Fund and to the oversight of the Board. The Directors have engaged the Adviser to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Master Fund.
The Master Fund is a master investment portfolio in a master-feeder structure. CPG Carlyle Commitments Fund, LLC (the “Feeder Fund”) invests substantially all of its assets in the limited liability company interests (“Interests”) of the Master Fund. As of March 31, 2018, the Feeder Fund owns 100.00% of the Master Fund’s Interests with the Adviser owning an amount which rounded to less than 0.00%.
Interests are generally offered in the Feeder Fund as of the first business day of each calendar month. Purchase proceeds do not represent the Master Fund’s capital or become the Master Fund’s assets until the first business day of the relevant calendar month.
The Master Fund’s term is perpetual unless it is otherwise dissolved under the terms of its formation documents.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The Master Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.
The following is a summary of significant accounting policies followed by the Master Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Federal Tax Information: It is the Master Fund’s policy to be classified as a partnership for U.S. federal income tax purposes. Each investor of the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses and the realized and unrealized gains or losses of the Master Fund. The Master Fund is expected to incur taxable income upon realization of some of its investments. Accordingly, an allowance has been established in the amount the Master Fund expects to incur. For the year ended March 31, 2018, the total income tax expense $1,757,461 is included in the Consolidated Statement of Operations. As of March 31, 2018, the Master Fund had a deferred tax liability of $2,193,346 which is included in the Consolidated Statement of Assets and Liabilities. No other U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the investors are individually liable for the taxes on their allocated share of such income or gains of the Master Fund.
12
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
The Master Fund has adopted a tax year end of September 30. The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2018, the tax years from the year 2015 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
Management evaluates the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current year. The Master Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the year ended March 31, 2018, the Master Fund did not incur any interest or penalties.
Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Master Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Master Fund.
Short-Term Investments: Short-term investments represent investments in high quality money market instruments and money market mutual funds, and are recorded at net asset value per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.
Asset-backed Securities: Asset-backed securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit support. In addition, asset-backed securities are not backed by any governmental agency.
Investment Transactions: The Master Fund accounts for realized gains and losses from its Investment Funds based upon the pro-rata ratio of the fair value and cost of the underlying investments at the date of redemption. Dividend and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds will be received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds cannot be determined. It is estimated that distributions will occur over the life of the Investment Funds.
Foreign Currency: Investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments in the Consolidated Statement of Operations. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Master Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments at period end, resulting from changes in exchange rates.
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The fair value of the Master Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities.
13
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
Fair value is defined as the value that the Master Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, a three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Master Fund. Unobservable inputs reflect the Master Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation.
The three-tier hierarchy of inputs is summarized below:
| ● | Level 1 — unadjusted quoted prices in active markets for identical financial instruments that the reporting entity has the ability to access at the measurement date. |
| ● | Level 2 — inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. Level 2 inputs also include quoted prices for similar assets and liabilities in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active. |
| ● | Level 3 — significant unobservable inputs for the financial instrument (including management’s own assumptions in determining the fair value of investments). |
Investments in Portfolio Funds are recorded at fair value, using the Portfolio Funds’ net asset value as a practical expedient.
The private equity Investment Funds are generally restricted securities that are subject to substantial holding periods and are not traded in public markets, so that the Master Fund may not be able to resell some of its investments for extended periods, which may be several years. The types of private equity Investment Funds that the Master Fund may make include primary, secondary and co-investments. Co-investments (the “Co-investments”) represent opportunities to invest in specific portfolio companies that are typically made alongside an Investment Fund. Primary investments (the “Primary Investments”) are investments in newly established private equity funds. Secondary investments (the “Secondary Investments”) are investments in existing private equity funds that are acquired in privately negotiated transactions.
The NAV of the Master Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined, from time to time, pursuant to policies established by the Board. The Master Fund’s investments are subject to the terms and conditions of the respective Investment Funds’ operating agreements and offering memorandums, as appropriate. The Master Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Master Fund’s investments. The Committee meets on a monthly basis and reports to the Board on a quarterly basis. The Master Fund’s investments in Investment Funds are carried at fair value which generally represents the Master Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place and subscription and redemption activity. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
14
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
3. | PORTFOLIO VALUATION (continued) |
The Master Fund may also make Direct Investments, which are interests in securities issued by operating companies and are typically made as investments alongside a private equity fund. With respect to valuation of Direct Investments, they are fair valued typically by reference to the valuation utilized by the corresponding private equity fund or with a third party valuation agent.
The following table represents the investments carried at fair value on the Consolidated Statement of Assets and Liabilities by level within the valuation hierarchy as of March 31, 2018:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments | | | | | | | | | | | | |
Direct Investments | | $ | — | | | $ | — | | | $ | 2,321,672 | | | $ | 2,321,672 | |
Common Stock | | | 6,925,251 | | | | — | | | | — | | | | 6,925,251 | |
Asset-Backed Securities | | | — | | | | 45,377,371 | | | | — | | | | 45,377,371 | |
Short-term investments | | | — | | | | 290,833,470 | | | | — | | | | 290,833,470 | |
Total | | $ | 6,925,251 | | | $ | 336,210,841 | | | $ | 2,321,672 | | | $ | 345,457,764 | |
The Master Fund held Investment Funds with a fair value of $707,080,718, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of March 31, 2018.
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Direct Investments | | | Total | |
Balance as of April 1, 2017 | | $ | 1,980,250 | | | $ | 1,980,250 | |
Gross Contributions | | | — | | | | — | |
Gross Distributions | | | — | | | | — | |
Realized Gain | | | — | | | | — | |
Unrealized Appreciation/(Depreciation) | | | 341,422 | | | | 341,422 | |
Balance as of March 31, 2018 | | $ | 2,321,672 | | | $ | 2,321,672 | |
The Master Fund recognizes transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 and 3 for the year ended March 31, 2018.
The amount of the net unrealized appreciation for the year ended March 31, 2018 relating to investments in Level 3 assets still held at March 31, 2018 is $341,422.
15
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
3. | PORTFOLIO VALUATION (continued) |
A listing of the unfunded commitments held by the Master Fund and their attributes, as of March 31, 2018, that qualify for these valuations are shown in the table below.
Investment Category | Investment Strategy | Fair Value | Unfunded Commitments | Remaining Life* | Redemption Frequency* | Notice Period (In Days) | Redemption Restrictions Terms* |
Buyout | Control investments in established companies with focus on small, mid, or large capitalization companies | $ 356,821,096 | $ 476,455,245 | Up to 10 years | None | N/A | N/A |
Growth Capital | Investments in established companies with strong growth characteristics | $ 177,203,431 | $ 47,673,263 | Up to 10 years | None | N/A | N/A |
Special Situations/ Other | Investments in mezzanine, distressed debt, energy/utility and turnarounds | $ 173,056,191 | $ 127,007,261 | Up to 10 years | None | N/A | N/A |
| * | The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms. |
4. | RELATED PARTY TRANSACTIONS AND OTHER |
As of March 31, 2018, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.
The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Master Fund pays the Adviser a quarterly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the year ended March 31, 2018, the Adviser earned $12,283,382 of Management Fee which is included in the Consolidated Statement of Operations, of which $3,209,539 was payable at March 31, 2018 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.
Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Master Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Master Fund for any amounts thereunder.
16
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
4. | RELATED PARTY TRANSACTIONS AND OTHER (continued) |
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s NAV; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of investors; directors’ fees; all costs with respect to communications to investors; transfer taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.
Effective January 1, 2017, each member of the Board who is not an “interested person” of the Master Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $14,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Master Fund related to Independent Directors for the year ended March 31, 2018 was $84,000 which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.
During the year ended March 31, 2018, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $27,500 which is included in Directors’ and Officer fees in the Consolidated Statement of Operations of which $8,244 was receivable at March 31, 2018 and is included in prepaid expenses and other assets in the Consolidated Statement of Assets and Liabilities.
Certain Officers and Directors of the Master Fund are also Officers of the Adviser and CPG TCG and are registered representatives of Foreside Fund Services, LLC.
5. | ADMINISTRATION AND CUSTODIAN FEES |
UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Master Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the year ended March 31, 2018, the total administration fees were $606,260 which is included in accounting and administration fees in the Consolidated Statement of Operations, of which $147,927 was payable at March 31, 2018 and is included in accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities.
The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Master Fund and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.
For the year ended March 31, 2018, total purchases and total proceeds from redemptions or other dispositions of investments amounted to $292,564,807 and $309,039,673, respectively. The cost of investments in Investment Funds for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such Investment Funds. The Master Fund relies upon actual and estimated tax information provided by the managers of the Investment Funds as to the amounts of taxable income allocated to the Master Fund as of March 31, 2018.
The Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% - 2.00% and approximately 20% of net profits as a carried interest allocation, generally subject to a preferred return and a claw back.
17
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
7. | ALLOCATION OF INVESTORS’ CAPITAL |
As of the last day of each Fiscal Period (as defined below), any net profit or net loss for the Fiscal Period shall be allocated among and credited to or debited against the capital accounts of the investors in accordance with their respective Master Fund percentages for such Fiscal Period. Fiscal Period means the period commencing on the first date on or as of which an investor other than the organizational investor or the Adviser is admitted to the Master Fund, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (1) the last day of a fiscal year; (2) the day preceding any day as of which a contribution to the capital of the Master Fund is made; (3) the day as of which the Master Fund repurchases any Interest or portion of an Interest of any member; (4) the day as of which the Master Fund admits a substituted investor to whom an Interest (or portion thereof) of an investor has been transferred (unless there is no change of beneficial ownership); or (5) any other day as of which Limited Liability Company agreement provides for any amount to be credited to or debited against the capital account of any investor, other than an amount to be credited to or debited against the capital accounts of all investors in accordance with their respective investment percentages.
8. | REPURCHASE OF INVESTORS’ INTERESTS |
Investors do not have the right to require the Master Fund to redeem their Interests or portion thereof. To provide a limited degree of liquidity to investors, the Master Fund may, from time to time, offer to repurchase Interests or portions thereof pursuant to written tenders by investors. Repurchases will be made at such times, in such amount and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Master Fund should offer to repurchase Interests, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Master Fund offer to repurchase Interests from investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Master Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date.
9. | CAPITAL CONTRIBUTIONS AND COMMITMENTS |
As of March 31, 2018, the Master Fund had outstanding investment commitments to Investment Funds totaling $651,135,769. Five Investment Funds have commitments denominated in Euros and one Investment Fund has commitments denominated in Japanese Yen. As of March 31, 2018, the unfunded commitments for these Investment Funds totaled €15,227,768 and ¥568,635,298, respectively. As of March 31, 2018, the exchange rate used for the conversion was 1.2324 USD/EUR and 106.38 JPY/USD, respectively. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.
Under the Master Fund’s organizational documents, its officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In addition, in the ordinary course of business, the Master Fund may enter into contracts or agreements that contain indemnification or warranties. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred. However, based on experience, the Master Fund expects the risk of loss to be remote.
The Master Fund maintains a credit facility (the “Facility”) with a maximum borrowing amount of $25,000,000 which is secured by certain interests in Investment Funds. A fee of 0.25% per annum is payable monthly in arrears on the unused portion. The interest rate charged on borrowings in the case of Eurodollar Rate Loans is the ICE LIBOR Rate plus 2.00%. In the case of Prime Rate Loans the rate of interest per annum is publicly announced or determined from time to time by Signature Bank as its prime rate in effect. For the year ended March 31, 2018, the Master Fund did not borrow under the Facility.
18
CPG Carlyle Commitments Master Fund, LLC
Consolidated Notes to Financial Statements (Continued)
March 31, 2018
Subsequent events after March 31, 2018 have been evaluated through the date the financial statements were issued. During this period, capital contributions into the Master Fund for April 1, 2018 and May 1, 2018, equaled $6,204,393 and $5,411,494, respectively. There were no events or material transactions through the date the financial statements were issued.
19
CPG Carlyle Commitments Master Fund, LLC
Other Information (Unaudited)
March 31, 2018
Proxy Voting
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.
The Master Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Master Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Master Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Master Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Master Fund’s first and third fiscal quarters of each fiscal year. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Master Fund’s portfolio holdings as of the end of those fiscal quarters. The Master Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).
Advisory Agreement Approval
The Directors, including the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended), last evaluated the Investment Advisory Agreements (the “Advisory Agreements”) of the Master Fund and Feeder Fund (together with the Master Fund, the “Funds”) at a meeting on March 14, 2018. Because no additional advisory fee is charged under the Feeder Fund’s Investment Advisory Agreement, both Advisory Agreements were considered together. The Independent Directors met in an executive session during which they were advised by and had the opportunity to discuss with independent legal counsel the approval of the Advisory Agreements. The Directors discussed with the Adviser information regarding the Adviser, its affiliates and its personnel, operations and financial condition. Tables prepared by the Adviser indicating comparative fee information, and comparative performance information, as well as a summary financial analysis for the Funds, were also included in the meeting materials and were reviewed and discussed. The Directors discussed with representatives of the Adviser the Funds’ operations and the Adviser’s ability to provide advisory and other services to the Funds.
The Directors reviewed, among other things, the nature of the advisory services provided by the Adviser, including its investment process, and the experience of the investment advisory and other personnel providing services to the Funds. The Directors discussed the ability of the Adviser to manage the Funds’ investments in accordance with the Funds’ stated investment objectives and policies, as well as the services to be provided by the Adviser to the Funds, including administrative and compliance services, oversight of fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Funds. The Directors acknowledged the Adviser’s employment of highly skilled investment professionals, research analysts and administrative and compliance staff members to ensure that a high level of quality in investment, compliance and administrative services would be provided to the Funds. The Directors also recognized the benefits that the Funds derive from the resources available to the Adviser. Accordingly, the Directors felt that the quality of service offered by the Adviser to the Funds supported the approval of the Advisory Agreements and that the personnel providing such services had sufficient expertise to manage the Funds.
The Directors reviewed the performance of the Funds and compared that performance to the performance of its comparative indices, and to the performance of other investment companies presented by the Adviser with similar strategies of investing in private equity funds (the “Comparable Funds”), noting that the Funds had outperformed the two Comparable Funds for which monthly performance was available, but underperformed the S&P 500 Index and the MSCI World Index in calendar year 2017. Also, it was noted that Class I Units out-performed six of the eight Comparable Funds but underperformed the S&P 500 Index and the MSCI World Index for the twelve months ended March 31, 2017 and the six months ended September 30, 2017. The Directors observed that, as a fund focused primarily on a single manager, the Funds’ performance will be driven in large measure by the performance of the underlying Carlyle funds, and considered the Adviser’s statement that it believed that its allocation and strategy over the year has added value through its selection of the underlying funds.
20
CPG Carlyle Commitments Master Fund, LLC
Other Information (Unaudited) (Continued)
March 31, 2018
The uniqueness of the Funds was noted when comparing performance to the Comparable Funds. It was noted that one of the Comparable Funds had significant direct investments (which do not have the fees of the underlying funds and may not always entail unfunded commitment obligations), three of the Comparable Funds were multi-manager funds and the other three Comparable Funds were private equity funds that were structured as commitment/drawdown vehicles. It was noted that one Comparable Fund was the most similar (given its primary focus on a single sponsor; however, as the Adviser observed, none of the Comparable Funds had the Carlyle investment focus as part of its investment strategy). It was noted that the Funds are a bespoke offering.
The Directors next considered the advisory fee being charged by the Adviser for its services to the Funds, as compared to those charged to the Comparable Funds. The information presented to the Directors showed that the Funds’ management fee was within the range of the Comparable Funds, and that the most similar Comparable Fund had the same management fee as the Funds (although it was noted that the methodologies used to calculate the fees were different and may result in the Funds paying marginally more). It was further noted that the Funds did not charge an incentive fee. The Directors also noted that the Adviser did not act as discretionary adviser to any other evergreen private equity fund of funds product.
The Directors also considered the profitability of the Adviser, both before payment to brokers and after payment to brokers, and concluded that the profits to be realized by the Adviser under the Advisory Agreements were within a range the Directors considered reasonable. The Directors also discussed the Adviser’s belief, at the current level of AUM of the Funds, that it has not experienced material unshared economies of scale, and that the Adviser does not expect any economies of scale in the near term. The Directors determined that the fee under the Advisory Agreements did not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s length bargaining, and determined to approve the Advisory Agreements. The Directors concluded that approval of the Advisory Agreements was in the best interests of each of the Funds and its respective investors.
21
CPG Carlyle Commitments Master Fund, LLC
Fund Management (Unaudited)
March 31, 2018
Board members of the Master Fund, together with information as to their positions with the Master Fund, principal occupations and other board memberships for the past five years, are shown below.
Four of the Directors are not “interested persons” (as defined in the Investment Company Act) of the Master Fund (collectively, the “Independent Directors) and perform the same functions for the Master Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation. The Master Fund’s statement of additional information (the “SAI”) includes information about the Directors and is available without charge, upon request, by calling (collect) 1-212-317-9200.
Name, Age, Address and Position(s) with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships/ Trusteeships Held by Director Outside Fund Complex During Past 5 Years |
INDEPENDENT DIRECTORS |
Joan Shapiro Green (73) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director | Term -Indefinite Length - Since Inception | Executive Director of National Council of Jewish Women New York (2007-2014) ; Executive Director of New York Society of Securities Analysts (2004-2006) | 3 | None |
Kristen M. Leopold (50) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 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) | 3 | Blackstone Alternative Alpha Fund; Blackstone Alternative Alpha Fund II; Blackstone Alternative Alpha Master Fund; Blackstone Alternative Multi-Manager Fund |
Janet L. Schinderman (67) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 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) | 3 | Advantage Advisers Xanthus Fund, L.L.C. |
Sharon J. Weinberg (58) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director | Term -Indefinite Length - Since Inception | Managing Director, New York Ventures, Empire State Development (2016-Present); Managing Director, JPMorgan Asset Management (2000-2015); Vice President, JPMorgan Investment Management (1996-2000); Associate, Willkie Farr & Gallagher LLP (1984-1996) | 3 | None |
INTERESTED DIRECTORS |
Mitchell A. Tanzman (58) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Director and Principal Executive Officer | Term - Indefinite Length -Since Inception | Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group, LLC since 2006; Co-Head of UBS Financial Services’ Alternative Investment Group (1998-2005); Operating Committee Member of UBS Financial Services, Inc. (2004-2005) | 3 | None |
22
CPG Carlyle Commitments Master Fund, LLC
Fund Management (Unaudited) (Continued)
March 31, 2018
Name, Age, Address and Position(s) with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Other Directorships/ Trusteeships Held by Director Outside Fund Complex During Past 5 Years |
OFFICER(S) WHO ARE NOT DIRECTORS |
Michael Mascis (50) c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Principal Accounting Officer | Term -Indefinite Length -Since Inception | Chief Financial Officer of Central Park Group, LLC since 2006 | N/A | N/A |
Seth L. Pearlstein (52) Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022 Chief Compliance Officer | Term – Indefinite Length – Since 2016 | Chief Compliance Officer of Central Park Group LLC 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 |
23
ITEM 2. CODE OF ETHICS.
(a) The Registrant has adopted a code of ethics (the “Code of Ethics”) that applies to the Registrant’s principal executive officer and principal financial officer.
(b) No information needs to be disclosed pursuant to this paragraph.
(c) The Registrant has made no amendments to its Code of Ethics during the period covered by the report to members presented in Item 1 hereto.
(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the report to members presented in Item 1 hereto.
(e) Not applicable.
(f)
(1) Code of Ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(2) Not applicable.
(3) Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of directors has determined that Kristen Leopold is qualified to serve as the audit committee financial expert serving on its audit committee and that he/she is "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $62,000 for 2017 and $65,100 for 2018.
Audit-Related Fees
(b) The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2017 and $0 for 2018. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.
Tax Fees
(c) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $59,000 for 2017 and $70,000 for 2018.
All Other Fees
(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2017 and $0 for 2018.
(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) Not applicable.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $89,500 for 2017 and $169,000 for 2018.
(h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. No such services were provided.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
The Proxy Voting Policies are attached herewith.
Investments in the Investment Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, the Master Fund or Fund may receive notices or proposals from the Investment Funds seeking the consent of or voting by holders ("proxies"). The Fund and the Master Fund have delegated any voting of proxies in respect of portfolio holdings to the Adviser to vote the proxies in accordance with the Adviser's proxy voting guidelines and procedures. In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund and the Master Fund.
The Adviser will generally vote to support management recommendations relating to routine matters, such as the election of board members (where no corporate governance issues are implicated) or the selection of independent auditors. The Adviser will generally vote in favor of management or investor proposals that the Adviser believes will maintain or strengthen the shared interests of investors and management, increase value for investors and maintain or increase the rights of investors. On non-routine matters, the Adviser will generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund and the Master Fund. In exercising its voting discretion, the Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision. If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or potential conflict of interest involving the Adviser, the Adviser will make written disclosure of the conflict to the Independent Directors indicating how the Adviser proposes to vote on the matter and its reasons for doing so.
The Master Fund intends to hold its interests in the Investment Funds in non-voting form. Where only voting securities are available for purchase by the Master Fund, in all, or substantially all, instances, the Master Fund will seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.
Information regarding how the Adviser voted proxies related to the Master Fund's portfolio holdings during the 12-month period ending June 30th will be available, without charge, upon request by calling collect (212) 317-9200, and on the SEC's website at www.sec.gov.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Portfolio Management
Gregory Brousseau and Mitchell A. Tanzman, the co-chief executives of the Adviser, serve as the Fund's Portfolio Managers. As Portfolio Managers, Mr. Brousseau and Mr. Tanzman are jointly and primarily responsible for the day-to-day management of the Master Fund's and the Fund's portfolio.
Gregory Brousseau. Mr. Brousseau, a founding member of Central Park Group, has served as Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006. He has over 20 years of experience in alternative investments. Prior to founding Central Park Group, he served as co-head of UBS Financial Services Alternative Investment Group. During Mr. Brousseau's time at UBS, Mr. Brousseau oversaw in excess of $2 billion in hedge fund of fund assets across multiple investment strategies. Prior to that, Mr. Brousseau spent 13 years at Oppenheimer & Co., as an analyst in the firm's merger arbitrage department and ultimately co-managing Oppenheimer's alternative investment department.
Mitchell A. Tanzman. Mr. Tanzman, a founding member of Central Park Group, has served as Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006. He has over 20 years of experience in alternative investments. Prior to founding Central Park Group, he served as co-head of UBS Financial Services Alternative Investment Group. During Mr. Tanzman's time at UBS, Mr. Tanzman oversaw in excess of $2 billion in hedge fund of fund assets across multiple investment strategies. Prior to that, Mr. Tanzman worked at Oppenheimer & Co.'s asset management group, ultimately co-managing its alternative investment department.
Each Portfolio Manager's compensation is comprised of a fixed annual salary and potentially an annual supplemental distribution paid by the Adviser's parent company and not by the Master Fund or Fund. Because the Portfolio Managers are equity owners of the Adviser and are affiliated with other entities that may receive performance-based fees from Client Accounts, the supplemental distribution that the Portfolio Managers receive from the Adviser's parent company directly or indirectly is generally equal to their respective proportional shares of the annual net profits earned by the Adviser from advisory fees and performance-based fees derived from Client Accounts, including the Fund, as applicable.
The following table lists the number and types of accounts, other than the Fund, managed by the Fund's Portfolio Managers and estimated assets under management in those accounts, as of March 31, 2018.
Gregory Brousseau | | |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts |
Number of Accounts 1 | Assets Managed | Number of Accounts1 | Assets Managed | Number of Accounts | Assets Managed |
1 | $31 million | 1 | $71 million | 0 | n/a |
Mitchell A. Tanzman | | |
Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts |
Number of Accounts1 | Assets Managed | Number of Accounts1 | Assets Managed | Number of Accounts | Assets Managed |
1 | $31 million | 1 | $71 million | 0 | n/a |
| 1 | Neither account charges any performance-based advisory fees. |
Neither of the Fund's Portfolio Managers beneficially owns any Units of the Fund.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to semi-annual reports.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant’s nominating committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by the registrant’s management and by the registrant’s Investors who have sent to Nora M. Jordan, Esq., legal counsel for the Independent Directors, at c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the nominating committee. The nominating committee meets as is necessary or appropriate.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | CPG Carlyle Commitments Fund, LLC | |
| | |
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | June 8, 2018 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | June 8, 2018 | |
| | |
By (Signature and Title)* | /s/ Michael Mascis | |
| Michael Mascis | |
| (Principal Financial Officer) | |
| | |
Date | June 8, 2018 | |
| * | Print the name and title of each signing officer under his or her signature. |