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)
660 Fifth Avenue
New York, New York 10103
(Address of principal executive offices) (Zip code)
Michael Mascis
c/o Central Park Advisers, LLC
660 Fifth Avenue
New York, New York 10103
(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: September 30, 2024
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.
(a) The Report to Shareholders is attached herewith.
CPG Carlyle Commitments Fund, LLC
Financial Statements
(Unaudited)
For the Period from April 1, 2024
to September 30, 2024
(Including the Financial Statements of
CPG Carlyle Commitments Master Fund, LLC)
CPG Carlyle Commitments Fund, LLC
Table of Contents
For the Period Ended September 30, 2024 (Unaudited)
| | |
Statement of Assets and Liabilities | | 1 |
Statement of Operations | | 2 |
Statements of Changes in Net Assets | | 3-4 |
Statement of Cash Flows | | 5 |
Financial Highlights | | 6-7 |
Notes to Financial Statements | | 8-12 |
Other Information | | 13 |
Financial Statements of CPG Carlyle Commitments Master Fund, LLC* | Appendix A |
* | For a description of CPG Carlyle Commitments Master Fund, LLC, into which the CPG Carlyle Commitments Fund, LLC invests substantially all of its assets, please see the consolidated financial statements of the CPG Carlyle Commitments Master Fund, LLC, included in Appendix A hereto, which should be read in conjunction with the financial statements of the CPG Carlyle Commitments Fund, LLC. |
CPG Carlyle Commitments Fund, LLC
Statement of Assets and Liabilities (Unaudited)
September 30, 2024
Assets | | | | |
Investment in CPG Carlyle Commitments Master Fund, LLC, at fair value (cost $295,698,657) | | $ | 1,086,945,974 | |
Due from CPG Carlyle Commitments Master Fund, LLC | | | 33,590,900 | |
Cash | | | 8,097 | |
Interest receivable | | | 5,721 | |
Capital Contributions receivable | | | 13,721 | |
Prepaid Directors’ and Officer fees | | | 17,000 | |
Prepaid expenses and other assets | | | 22,482 | |
Total Assets | | | 1,120,603,895 | |
| | | | |
Liabilities | | | | |
Payable for shares repurchased | | | 33,611,034 | |
Tax expense payable | | | 33,468,046 | |
Sub-placement agent fee payable | | | 1,959,049 | |
Professional fees payable | | | 172,797 | |
Transfer agent fees payable | | | 74,906 | |
Directors’ and Officer fees payable | | | 31,401 | |
Accounting and administration fees payable | | | 8,571 | |
Deferred tax liability | | | 33,936 | |
Total Liabilities | | | 69,359,740 | |
Net Assets | | $ | 1,051,244,155 | |
| | | | |
Composition of Net Assets: | | | | |
Paid-in capital | | $ | 809,583,623 | |
Total distributable earnings | | | 241,660,532 | |
Net Assets | | $ | 1,051,244,155 | |
| | | | |
Net Assets Attributable to: | | | | |
Class A Units | | $ | 586,363,057 | |
Class I Units | | | 464,881,098 | |
| | $ | 1,051,244,155 | |
Units of Beneficial Interest Outstanding (Unlimited Number of Units Authorized): | | | | |
Class A Units | | | 40,411,293 | |
Class I Units | | | 14,630,477 | |
| | | 55,041,770 | |
Net Asset Value per Unit: | | | | |
Class A Units* | | $ | 14.51 | |
Class I Units | | $ | 31.77 | |
* | 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 Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.
1
CPG Carlyle Commitments Fund, LLC
Statement of Operations (Unaudited)
For the Six Months Ended September 30, 2024
Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC | | | | |
Dividend income | | $ | 1,298,242 | |
Interest income | | | 1,560,595 | |
Expenses | | | (8,012,211 | ) |
Net Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC | | | (5,153,374 | ) |
| | | | |
Expenses | | | | |
Income Tax Expense | | | 33,468,046 | |
Sub-placement agent fee | | | 1,897,847 | |
Professional fees | | | 708,142 | |
Transfer agent Fees | | | 146,789 | |
Directors’ and Officer fees | | | 75,401 | |
Tax expense | | | 10,500 | |
Insurance expense | | | 7,292 | |
Other fees | | | 159,438 | |
Total Expenses | | | 36,473,455 | |
| | | | |
NET INVESTMENT LOSS | | | (41,626,829 | ) |
| | | | |
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 and other foreign currency denominated assets and liabilities | | | 30,249,629 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments and other foreign currency denominated assets and liabilities | | | 1,072,197 | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | 31,321,826 | |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (10,305,003 | ) |
See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.
2
CPG Carlyle Commitments Fund, LLC
Statements of Changes in Net Assets (Unaudited)
| | For the Six Months Ended September 30, 2024 (Unaudited) | | | For the Year Ended March 31, 2024 | |
Changes in Net Assets Resulting from Operations | | | | | | | | |
Net investment income/(loss) | | $ | (41,626,829 | ) | | $ | 6,224,279 | |
Net realized gain from investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC | | | 30,249,629 | | | | 68,642,443 | |
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC | | | 1,072,197 | | | | (7,173,539 | ) |
Net Change in Assets Resulting from Operations | | | (10,305,003 | ) | | | 67,693,183 | |
| | | | | | | | |
Distributions to investors | | | | | | | | |
Class A Units | | | — | | | | (29,538,145 | ) |
Class I Units | | | — | | | | (22,383,300 | ) |
Net Change in Net Assets from Distributions to Investors | | | — | | | | (51,921,445 | ) |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 1,914,877 | | | | 5,145,099 | |
Reinvested distributions | | | — | | | | 26,334,513 | |
Capital withdrawals | | | (58,860,971 | ) | | | (60,920,021 | ) |
Exchanges | | | 62,259 | | | | (1,801,721 | ) |
Total Class A Units Transactions | | | (56,883,835 | ) | | | (31,242,130 | ) |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 4,087,442 | | | | 18,108,061 | |
Reinvested distributions | | | — | | | | 19,327,621 | |
Capital withdrawals | | | (32,471,237 | ) | | | (35,639,973 | ) |
Exchanges | | | (62,259 | ) | | | 1,801,721 | |
Total Class I Units Transactions | | | (28,446,054 | ) | | | 3,597,430 | |
Net Change in Net Assets Resulting from Capital Transactions | | | (85,329,889 | ) | | | (27,644,700 | ) |
| | | | | | | | |
Total Net decrease in Net Assets | | | (95,634,892 | ) | | | (11,872,962 | ) |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 1,146,879,047 | | | | 1,158,752,009 | |
End of period | | $ | 1,051,244,155 | | | $ | 1,146,879,047 | |
3
CPG Carlyle Commitments Fund, LLC
Statements of Changes in Net Assets (Unaudited) (Continued)
| | For the Six Months Ended September 30, 2024 (Unaudited) | | | For the Year Ended March 31, 2024 | |
Unit Activity | | | | | | | | |
Class A Units | | | | | | | | |
Capital contributions | | | 129,679 | | | | 347,679 | |
Reinvested distributions | | | — | | | | 1,808,714 | |
Capital withdrawals | | | (3,950,168 | ) | | | (4,068,327 | ) |
Exchanges | | | 4,573 | | | | (124,309 | ) |
Net Change in Class A Units Outstanding | | | (3,815,916 | ) | | | (2,036,243 | ) |
| | | | | | | | |
Class I Units | | | | | | | | |
Capital contributions | | | 126,987 | | | | 562,207 | |
Reinvested distributions | | | — | | | | 609,415 | |
Capital withdrawals | | | (994,077 | ) | | | (1,098,639 | ) |
Exchanges | | | (2,113 | ) | | | 57,157 | |
Net Change in Class I Units Outstanding | | | (869,203 | ) | | | 130,140 | |
| | | | | | | | |
Total Change in Units Outstanding | | | (4,685,119 | ) | | | (1,906,103 | ) |
See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.
4
CPG Carlyle Commitments Fund, LLC
Statement of Cash Flows (Unaudited)
For the Six Months Ended September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net decrease in net assets resulting from operations | | $ | (10,305,003 | ) |
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | | | | |
Net realized gain on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes | | | (30,249,629 | ) |
Net change in unrealized appreciation on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes | | | (1,072,197 | ) |
Net Investment Income and expenses allocated from CPG Carlyle Commitments Master Fund, LLC | | | 5,153,374 | |
Subscriptions of interests in CPG Carlyle Commitments Master Fund, LLC | | | (4,226,988 | ) |
Sales of interests in CPG Carlyle Commitments Master Fund, LLC | | | 92,623,503 | |
Net sales of short-term investments | | | (1,782,610 | ) |
(Increase)/Decrease in assets: | | | | |
Due from CPG Carlyle Commitments Master Fund, LLC | | | (8,355,953 | ) |
Interest receivable | | | (4,542 | ) |
Prepaid Directors’ and Officer fees | | | 34,000 | |
Prepaid expenses and other assets | | | (10,783 | ) |
Increase/(Decrease) in liabilities: | | | | |
Tax expense payable | | | 33,468,046 | |
Sub-placement agent fee payable | | | 919,932 | |
Transfer agent fees payable | | | 44,832 | |
Accounting and administration fees payable | | | (18,627 | ) |
Professional fees payable | | | 30,580 | |
Directors’ fees payable | | | 31,401 | |
Deferred tax liability | | | 33,936 | |
Net cash provided by operating activities | | | 76,313,272 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from capital contributions, including capital contributions received in advance | | | 6,002,319 | |
Payments for shares repurchased, net of increase in payable for shares repurchased | | | (82,307,494 | ) |
Net cash used in financing activities | | | (76,305,175 | ) |
| | | | |
Net Change in cash | | | 8,097 | |
Cash at beginning of year | | $ | — | |
Cash at end of year | | $ | 8,097 | |
See accompanying Notes to Financial Statements and attached Consolidated 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
| | For the Six Months Ended September 30, | | | For the Years Ended March 31, | |
| | 2024 (Unaudited) | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
PER UNIT OPERATING PERFORMANCE: | | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 14.69 | | | $ | 14.56 | | | $ | 15.58 | | | $ | 14.71 | | | $ | 11.41 | | | $ | 12.75 | |
Activity from investment operations:(1) | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss)(2) | | | (0.56 | ) | | | 0.04 | | | | (0.01 | )(8) | | | (0.01 | ) | | | (0.12 | ) | | | (0.06 | ) |
Net realized and unrealized gain/(loss) | | | 0.38 | | | | 0.76 | | | | 0.21 | | | | 2.48 | | | | 3.52 | | | | (1.07 | ) |
Total from investment operations | | | (0.18 | ) | | | 0.80 | | | | 0.20 | | | | 2.47 | | | | 3.40 | | | | (1.13 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | — | | | | (0.03 | ) | | | (0.21 | ) | | | — | | | | (0.21 | ) |
From net realized gains | | | — | | | | (0.67 | ) | | | (1.19 | ) | | | (1.39 | ) | | | (0.10 | ) | | | — | |
Total distributions to investors | | | — | | | | (0.67 | ) | | | (1.22 | ) | | | (1.60 | ) | | | (0.10 | ) | | | (0.21 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | $ | 14.51 | | | $ | 14.69 | | | $ | 14.56 | | | $ | 15.58 | | | $ | 14.71 | | | $ | 11.41 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 586,363 | | | $ | 649,825 | | | $ | 673,380 | | | $ | 695,112 | | | $ | 627,188 | | | $ | 584,860 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | | (7.59 | )%(3)(4) | | | 0.27 | %(3) | | | (0.07 | )%(3) | | | (0.09 | )%(3) | | | (0.94 | )%(3) | | | (0.46 | )%(3) |
Total Expenses(5) | | | 8.10 | %(3)(4) | | | 2.08 | %(3) | | | 2.05 | %(3) | | | 2.08 | %(3) | | | 2.07 | %(3) | | | 2.22 | %(3) |
Portfolio turnover rate (Master Fund)(6) | | | 0.00 | % | | | 0.00 | % | | | 0.07 | % | | | 0.01 | % | | | 0.00 | % | | | 2.79 | % |
Total Return(7) | | | (1.24 | )% | | | 5.59 | % | | | 1.20 | % | | | 17.43 | % | | | 29.99 | % | | | (9.05 | )% |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Based on average units outstanding during the period. |
(3) | Includes tax expense ratio of 2.92% for the period ended September 30, 2024. |
(4) | Net investment income/(loss) and total expenses are annualized for periods less than one full year. |
(5) | Included in the above ratio are other expenses of 0.20% as of September 30, 2024, 0.27% as of March 31, 2024, 0.25% as of March 31, 2023, 0.26% as of March 31, 2022, 0.27% as of March 31, 2021, and 0.18% as of March 31, 2020. |
(6) | Portfolio turnover rate for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind. |
(7) | Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
(8) | Net investment loss per share does not correlate to the aggregate net investment income and expenses allocated from CPG Carlyle Commitments Master Fund, LLC in the Statement of Operations, primarily due to the timing of the sales and repurchases of the Fund’s shares in relation to the Fund’s net income recorded throughout the period. |
See accompanying Notes to Financial Statements and attached Consolidated 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
| | For the Six Months Ended September 30, | | | For the Years Ended March 31, | |
| | 2024 (Unaudited) | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
PER UNIT OPERATING PERFORMANCE: | | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 32.07 | | | $ | 31.58 | | | $ | 33.62 | | | $ | 31.53 | | | $ | 24.32 | | | $ | 27.01 | |
Activity from investment operations:(1) | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss)(2) | | | (1.14 | ) | | | 0.28 | | | | 0.18 | | | | 0.17 | | | | (0.09 | ) | | | 0.04 | |
Net realized and unrealized gain/(loss) | | | 0.84 | | | | 1.67 | | | | 0.42 | | | | 5.36 | | | | 7.52 | | | | (2.28 | ) |
Total from investment operations | | | (0.30 | ) | | | 1.95 | | | | 0.60 | | | | 5.53 | | | | 7.43 | | | | (2.24 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions to investors | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | — | | | | (0.06 | ) | | | (0.46 | ) | | | — | | | | (0.45 | ) |
From net realized gains | | | — | | | | (1.46 | ) | | | (2.58 | ) | | | (2.98 | ) | | | (0.22 | ) | | | — | |
Total distributions to investors | | | — | | | | (1.46 | ) | | | (2.64 | ) | | | (3.44 | ) | | | (0.22 | ) | | | (0.45 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | $ | 31.77 | | | $ | 32.07 | | | $ | 31.58 | | | $ | 33.62 | | | $ | 31.53 | | | $ | 24.32 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 464,881 | | | $ | 497,054 | | | $ | 485,372 | | | $ | 468,370 | | | $ | 385,706 | | | $ | 341,423 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | | (7.00 | )%(3)(4) | | | 0.87 | %(3) | | | 0.54 | %(3) | | | 0.51 | %(3) | | | (0.35 | )%(3) | | | 0.13 | %(3) |
Total Expenses(5) | | | 7.50 | %(3)(4) | | | 1.49 | %(3) | | | 1.45 | %(3) | | | 1.47 | %(3) | | | 1.48 | %(3) | | | 1.61 | %(3) |
Portfolio turnover rate (Master Fund)(6) | | | 0.00 | % | | | 0.00 | % | | | 0.07 | % | | | 0.01 | % | | | 0.00 | % | | | 2.79 | % |
Total Return(7) | | | (0.93 | )% | | | 6.22 | % | | | 1.79 | % | | | 18.14 | % | | | 30.79 | % | | | (8.48 | )% |
(1) | Selected data is for a single unit outstanding throughout the period. |
(2) | Based on average units outstanding during the period. |
(3) | Includes tax expense ratio of 2.92% for the period ended September 30, 2024. |
(4) | Net investment income/(loss) and total expenses are annualized for periods less than one full year. |
(5) | Included in the above ratio are other expenses of 0.20% as of September 30, 2024, 0.27% as of March 31, 2024, 0.25% as of March 31, 2023, 0.26% as of March 31, 2022, 0.27% as of March 31, 2021, and 0.18% as of March 31, 2020. |
(6) | Portfolio turnover rate for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind. |
(7) | Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.
7
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Unaudited)
September 30, 2024
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 invests substantially all of its assets in the 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 invests predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), co-investments and direct investments sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates with an emphasis on private equity funds as more fully described in the Fund’s Confidential Memorandum as amended or supplemented from time to time. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Master Fund’s private equity investments, therefore, generally consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Fund’s net asset value. 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. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board has appointed the Adviser as the Fund’s valuation designee (the “Valuation Designee”), and has assigned to the Adviser general responsibility for determining the value of the Fund’s investments. In that role, the Adviser has established a committee (the “Valuation Committee”) that oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Adviser (the “Valuation Procedures”).
The Fund is a feeder fund in a master-feeder structure. As of September 30, 2024, the Fund owned an amount that rounded to 100.00% of the Interests in the Master Fund with the Adviser owning an amount that rounded to 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 of beneficial interest (“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 calendar month based upon its respective then-current net asset value. Investors’ funds are held in escrow prior to each closing date. 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 is charged on purchases of Class I Units. Class A Units are subject to an ongoing fee for distribution services and related sales support services (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.
8
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2024
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 the Financial Accounting Standards Board (“FASB”) 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 with the provisions of the Code applicable to RICs and to distribute annually to its investors substantially all of its net investment income and net realized gain on investments, if any, earned each year. In addition, the Fund intends to distribute sufficient income and gains each year so as to not be subject to U.S. Federal excise tax on certain undistributed amounts. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.
For the taxable year ending September 30, 2024, the Fund did not satisfy the requirement that a Registered Investment Company (“RIC”) must derive at least 90% of its annual gross income from “qualifying income”. As a result, the Fund expects to be required to pay taxes equal to the amount of nonqualifying income in excess of 90% of its qualifying income for the year ended September 30, 2024. Nonetheless, the Fund expects to qualify as a RIC for U.S. federal income tax purposes pursuant to Internal Revenue Code Section 851(i). The Fund has accrued a tax liability in the amount of approximately $33,468,046 and the Fund has recorded the expense in the “Statement of Operations” under “Income tax expense”, with the corresponding liability recorded in the “Statement of Assets and Liabilities” under “Tax Expense Payable”.
The Fund has adopted a tax year end of September 30 (the “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 months ended March 31, 2025, but after the Tax Year ended September 30, 2024, will be reflected in the notes to the Fund’s financial statements for the fiscal year ending March 31, 2025.
The cost of investments and the net unrealized appreciation/depreciation on investments as of September 30, 2024 are noted below:
Federal tax cost of investments | | $ | 882,926,106 | |
Gross unrealized appreciation | | | 212,185,534 | |
Gross unrealized depreciation | | | — | |
Net unrealized appreciation/depreciation | | | 212,185,534 | |
The tax character of dividends and distributions paid during the period ended September 30, 2024 were as follows:
Long-term distribution | | $ | 51,921,445 | |
For the period ended September 30, 2024, the Fund recorded the following reclassifications:
Paid-in capital | | $ | (36,729,785 | ) |
Total distributable earnings | | | 36,729,785 | |
9
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2024
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
As of September 30, 2024, the components of distributable earnings/(loss) on a tax basis were as follows:
Undistributed long-term capital gains | | $ | 18,394,486 | |
Accumulated capital and other losses | | | (16,474,287 | ) |
Unrealized appreciation/depreciation | | | 239,740,333 | |
Total tax basis accumulated deficit | | $ | 241,660,532 | |
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 deemed to meet the more-likely-than-not threshold 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 2021, 2022, 2023 and 2024 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 period ended September 30, 2024, the Fund did not incur any interest or penalties.
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.
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. 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.
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 and such differences could be material.
10
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2024
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Investment in the Master Fund: The Fund records its investment in the Master Fund at fair value, which is represented by the Fund’s Units held in the Master Fund valued at the per unit net asset value.
Valuation of Investment Funds held by the Master Fund is discussed in the notes to the Master Fund’s consolidated financial statements. The performance of the Fund is directly affected by the performance of the Master Fund. The consolidated financial statements of the Master Fund, which are attached, are an integral part of these financial statements. Refer to the accounting policies disclosed in the consolidated financial statements of the Master Fund for additional information regarding significant accounting policies that affect the Fund.
3. RELATED PARTY TRANSACTIONS AND OTHER
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 $15,000 (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 period ended September 30, 2024 were $75,401, which is included in Directors’ and Officer Fees in the Statement of Operations.
During the period ended September 30, 2024, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $32,401 which is included in the Directors’ and Officer Fees in the Statement of Operations.
Certain officers and the interested director of the Fund are also Officers of the Adviser and are registered representatives of Delaware Distributors, L.P. (“DDLP”).
4. | ADMINISTRATION, CUSTODIAN FEES AND DISTRIBUTION |
SS&C Technologies and its affiliates DST Asset Manager Solutions, Inc. and ALPS Fund Services, Inc. serve as administrator (the “Administrator”) to the Fund and provide certain accounting, administrative, record keeping and investor related services. For their services, the Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2024, the total administration fees were $0 which is included as Accounting and administration fees in the Statement of Operations, $8,571 of which was payable and is included as Accounting and administration fees payable in the Statement of Assets and Liabilities at September 30, 2024.
On March 24, 2022, the Board appointed DDLP as the placement agent (the “Placement Agent”) of the Fund, effective April 1, 2022. DDLP is, as of such date, an affiliate of the Adviser, both of which are indirect subsidiaries of Macquarie Management Holdings, Inc. (“Macquarie”). 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’s Class A Units are charged a quarterly Sub-Placement Agent Fee at the annual rate of 0.60% of the 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 period ended September 30, 2024, the total Sub-Placement Agent Fee was $1,897,847, of which $1,959,049 was payable at September 30, 2024. The Placement Agent is an affiliate of the Adviser and is an indirect subsidiary of Macquarie.
11
CPG Carlyle Commitments Fund, LLC
Notes to Financial Statements (Unaudited) (Continued)
September 30, 2024
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 at the value of Units determined as of each March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the immediately preceding business day each date is referred to as a “Tender Offer Valuation Date”)). 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 60 days prior to the applicable Tender Offer Valuation Date and will be paid for approximately 35 days after the applicable Tender Offer Valuation 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 is 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. Repurchases of Fund units during the year ended September 30, 2024 are reflected as “Capital withdrawals” on the Statement of Changes in Net Assets.
| Repurchase date | | | Repurchase Shares Class A | | | Repurchase Shares Class I | | | Repurchase dollars Class A | | | Repurchase dollars Class I | |
| | June 28, 2024 | | | | 2,919,060 | | | | 408,590 | | | | 43,431,822 | | | | 13,288,456 | |
| | September 30, 2024 | | | | 985,856 | | | | 571,931 | | | | 14,762,305 | | | | 18,748,066 | |
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 September 30, 2024 have been evaluated through the date the financial statements were issued. There were no events or material transactions through the date the financial statements were issued.
12
CPG Carlyle Commitments Fund, LLC
Other Information (Unaudited)
September 30, 2024
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 Securities and Exchange Commission (the “SEC”) 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 http://www.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Fund files its complete schedule of portfolio holdings with the SEC no more than 60 days after the Fund’s first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT, which replaced Form N-Q. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. The Fund’s Form N-Q filings (prior to the reporting period ending March 31, 2019) and Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.
Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie Bank”), any Macquarie Group Entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
13
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Statements
(Unaudited)
For the Period from April 1, 2024
To September 30, 2024
CPG Carlyle Commitments Master Fund, LLC
Table of Contents
For the Period Ended April 1, 2024 to September 30, 2024 (Unaudited)
| |
Consolidated Schedule of Investments | 1-7 |
Consolidated Statement of Assets and Liabilities | 8 |
Consolidated Statement of Operations | 9 |
Consolidated Statements of Changes in Net Assets | 10 |
Consolidated Statement of Cash Flows | 11 |
Consolidated Financial Highlights | 12 |
Notes to Consolidated Financial Statements | 13-21 |
Other Information (Unaudited) | 22 |
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2024
Investment Funds (97.96%) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Co-Investments (10.24%) | | | | | | | | | | | | | | | | | | | | | | | | |
Access Holdings (FPG II), L.P.(a)(b) | | | North America | | | | Buyout | | | | 5/24/2024 | | | $ | 1,842,964 | | | $ | 1,557,999 | | | | 0 .14 | % |
Carlyle Beacon Partners, L.P.(a) | | | Asia/Pacific | | | | Growth | | | | 9/28/2018 | | | | 10,327,515 | | | | 15,670,570 | | | | 1 .44 | % |
Carlyle Eagle Coinvestment, L.P.(a) | | | North America | | | | Buyout | | | | 2/15/2018 | | | | 4,350,112 | | | | 31,248,555 | | | | 2 .88 | % |
Carlyle Fourmi Co-Investment, L.P.(a) | | | Asia/Pacific | | | | Growth | | | | 6/29/2018 | | | | 15,692,241 | | | | 11,309,738 | | | | 1 .04 | % |
Carlyle Jumper Coinvestment, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 12/12/2023 | | | | 11,939,749 | | | | 13,035,135 | | | | 1 .20 | % |
Carlyle Mars Partners, L.P.(a)(b) | | | Asia/Pacific | | | | Buyout | | | | 11/11/2016 | | | | 143,119 | | | | 269,531 | | | | 0 .02 | % |
Carlyle RDSL Coinvestment, L.P.(a)(c) | | | South America | | | | Growth | | | | 9/30/2015 | | | | 505,124 | | | | 53,521 | | | | 0 .00 | %(d) |
Carlyle Sapphire Partners, L.P.(a)(b) | | | Asia/Pacific | | | | Growth | | | | 9/30/2015 | | | | 9,565,027 | | | | 8,516,110 | | | | 0 .78 | % |
Carlyle Thunder Coinvestment, L.P.(a)(b) | | | North America | | | | Buyout | | | | 12/28/2017 | | | | 0 | | | | 582,910 | | | | 0 .05 | % |
Matador Co-Investment SCSp(a)(c) | | | Europe | | | | Special Situations | | | | 9/30/2019 | | | | 5,327,030 | | | | 5,933,388 | | | | 0 .55 | % |
Nash Coinvestment, L.P.(a)(c) | | | Africa | | | | Buyout | | | | 10/10/2017 | | | | 83,677 | | | | 756,660 | | | | 0 .07 | % |
Neptune Coinvestment, L.P.(a)(b)(c) | | | Europe | | | | Buyout | | | | 6/23/2017 | | | | 197,844 | | | | 2,210,199 | | | | 0 .20 | % |
Reciprocal Capital Holdings, LLC(a)(b) | | | Asia/Pacific | | | | Growth | | | | 1/30/2018 | | | | 14,308,022 | | | | 20,183,004 | | | | 1 .86 | % |
Total Co-Investments | | | 74,282,424 | | | | 111,327,320 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Primary Investments (55.81%) | | | | | | | | | | | | | | | | | | | | | | | | |
AlpInvest Atom Fund (Onshore), L.P.(a)(c) | | | North America | | | | Global | | | | 1/8/2022 | | | | 16,857,955 | | | | 20,997,898 | | | | 1 .93 | % |
AlpInvest Co-Investment Fund (Onshore) VII, L.P.(a)(c) | | | North America | | | | Buyout | | | | 11/13/2017 | | | | 16,598,284 | | | | 33,558,621 | | | | 3 .09 | % |
Carlyle Asia Partners Growth I, L.P.(a)(b)(c) | | | Asia/Pacific | | | | Growth | | | | 5/23/2016 | | | | 9,809,329 | | | | 2,928,630 | | | | 0 .27 | % |
Carlyle Asia Partners IV, L.P.(a)(c) | | | Asia/Pacific | | | | Buyout | | | | 5/25/2014 | | | | 26,719,627 | | | | 10,998,005 | | | | 1 .01 | % |
Carlyle Asia Partners V, L.P.(a)(c) | | | Asia/Pacific | | | | Buyout | | | | 10/30/2017 | | | | 82,228,040 | | | | 96,029,712 | | | | 8 .84 | % |
Carlyle Asia Partners VI, L.P.(a)(b)(c) | | | Asia/Pacific | | | | Buyout | | | | 3/6/2023 | | | | 0 | | | | (1,470,052 | ) | | | (0 .14 | )% |
Carlyle Europe Partners V, L.P.(a)(c) | | | Europe | | | | Buyout | | | | 4/23/2018 | | | | 35,091,153 | | | | 36,926,034 | | | | 3 .40 | % |
Carlyle Europe Technology Partners III, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 3/28/2015 | | | | 9,108,869 | | | | 8,156,690 | | | | 0 .75 | % |
Carlyle Europe Technology Partners IV, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 11/30/2018 | | | | 19,387,861 | | | | 23,913,659 | | | | 2 .20 | % |
1
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investment Funds (97.96%) (continued) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Carlyle Europe Technology Partners V, S.C.Sp.(a)(b)(c) | | | Europe | | | | Growth | | | | 3/11/2022 | | | $ | 24,717,092 | | | $ | 20,598,323 | | | | 1 .90 | % |
Carlyle Global Financial Services Partners II, L.P.(a)(b)(c) | | | Global | | | | Buyout | | | | 6/30/2014 | | | | 6,156,457 | | | | 10,835,710 | | | | 1 .00 | % |
Carlyle Global Financial Services Partners III, L.P.(a)(c) | | | Global | | | | Buyout | | | | 6/30/2017 | | | | 24,711,749 | | | | 34,446,028 | | | | 3 .17 | % |
Carlyle International Energy Partners II, S.C.Sp.(a)(c) | | | Global | | | | Special Situations | | | | 11/30/2018 | | | | 9,792,782 | | | | 8,468,817 | | | | 0 .78 | % |
Carlyle International Energy Partners, L.P.(a)(c) | | | Global | | | | Special Situations | | | | 3/12/2014 | | | | 22,442,217 | | | | 21,803,398 | | | | 2 .01 | % |
Carlyle Partners VI, L.P.(a)(c) | | | North America | | | | Buyout | | | | 9/20/2013 | | | | 6,799,126 | | | | 4,891,645 | | | | 0 .45 | % |
Carlyle Partners VII, L.P.(a)(c) | | | North America | | | | Buyout | | | | 11/29/2017 | | | | 98,599,979 | | | | 122,522,646 | | | | 11 .28 | % |
Carlyle Partners VIII, L.P.(a)(c) | | | North America | | | | Buyout | | | | 9/10/2021 | | | | 50,127,726 | | | | 56,293,300 | | | | 5 .18 | % |
Coatue Growth Fund V-B, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 3/31/2024 | | | | 272,100 | | | | 270,907 | | | | 0 .02 | % |
CVC Credit Partners Global Special Situations Fund II SCSP(a)(c) | | | Europe | | | | Special Situations | | | | 6/6/2019 | | | | 9,586,756 | | | | 14,181,321 | | | | 1 .31 | % |
Golub Capital Partners 10, L.P.(a)(c) | | | North America | | | | Credit | | | | 10/1/2016 | | | | 12,889,332 | | | | 13,360,668 | | | | 1 .23 | % |
Hunter Point Capital Structured Notes Issuer, LLC(a)(b)(c) | | | North America | | | | Special Situations | | | | 12/30/2022 | | | | 2,845,600 | | | | 2,845,598 | | | | 0 .26 | % |
JLL Partners Fund VII, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 3/31/2016 | | | | 5,082,039 | | | | 10,416,382 | | | | 0 .96 | % |
Riverside Capital Appreciation Fund VII, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 9/16/2019 | | | | 2,961,398 | | | | 4,132,909 | | | | 0 .38 | % |
Riverside Micro-Cap Fund VI, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 8/26/2021 | | | | 8,114,110 | | | | 8,152,358 | | | | 0 .75 | % |
Spring Bridge Partners, L.P.(a)(c) | | | North America | | | | Buyout | | | | 9/17/2019 | | | | 5,091,915 | | | | 5,757,359 | | | | 0 .53 | % |
Tiger Global Private Investment Partners XV, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 3/18/2022 | | | | 9,583,794 | | | | 6,594,182 | | | | 0 .61 | % |
Vitruvian Investment Partnership IV(a)(b)(c) | | | Europe | | | | Growth | | | | 8/31/2020 | | | | 10,018,259 | | | | 11,343,245 | | | | 1 .04 | % |
Warburg Pincus Financial Sector II, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 6/9/2022 | | | | 12,426,101 | | | | 16,764,590 | | | | 1 .54 | % |
Total Primary Investments | | | 538,019,650 | | | | 605,718,583 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Secondary Investments (31.91%) | | | | | | | | | | | | | | | | | | | | |
Access Holdings (FPG), L.P.(a)(b) | | | North America | | | | Buyout | | | | 7/22/2021 | | | | 8,376,341 | | | | 3,634,231 | | | | 0 .33 | % |
AE Industrial Partners Extended Value Fund, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 6/2/2021 | | | | 819,498 | | | | 2,201,254 | | | | 0 .20 | % |
ASP Helios III, L.P.(a)(b)(c) | | | Europe | | | | Buyout | | | | 4/29/2022 | | | | 13,677,974 | | | | 22,408,064 | | | | 2 .06 | % |
ASP Jordan, L.P.(a)(b)(c) | | | Europe | | | | Buyout | | | | 4/21/2023 | | | | 18,285,271 | | | | 27,759,130 | | | | 2 .56 | % |
ASP Oyster, L.P(a)(b)(c) | | | Europe | | | | Buyout | | | | 4/21/2023 | | | | 15,360,000 | | | | 20,688,096 | | | | 1 .91 | % |
2
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investment Funds (97.96%) (continued) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Audax Private Equity Fund, L.P.(a)(b) | | | North America | | | | Buyout | | | | 9/30/2016 | | | $ | 0 | | | $ | 3,490 | | | | 0 .00 | %(d) |
Blue Point Capital Partners II, L.P.(a)(b) | | | North America | | | | Growth | | | | 10/23/2020 | | | | 0 | | | | 118,921 | | | | 0 .01 | % |
Brazil Buyout Coinvestment, L.P.(a) | | | South America | | | | Buyout | | | | 4/2/2014 | | | | 82,978 | | | | 0 | | | | 0 .00 | %(d) |
Brentwood Associates Opportunities Fund, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 4/1/2021 | | | | 2,537,838 | | | | 2,589,692 | | | | 0 .24 | % |
Carlyle Asia Partners III Coinvestment, L.P.(a)(b) | | | Asia/Pacific | | | | Buyout | | | | 12/30/2014 | | | | 0 | | | | 0 | | | | 0 .00 | %(d) |
Carlyle Asia Partners IV Access Fund, LLC(a)(b)(c) | | | Asia/Pacific | | | | Buyout | | | | 12/31/2018 | | | | 4,779 | | | | 1,033,401 | | | | 0 .10 | % |
Carlyle Asia Partners IV, L.P.(a)(c) | | | Asia/Pacific | | | | Buyout | | | | 5/24/2017 | | | | 5,968,816 | | | | 23,340,321 | | | | 2 .15 | % |
Carlyle Cardinal Ireland Fund, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 10/31/2017 | | | | 139,816 | | | | 27,045 | | | | 0 .00 | %(d) |
Carlyle Energy Mezzanine Opportunities Fund, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 9/30/2016 | | | | 0 | | | | 18,348 | | | | 0 .00 | %(d) |
Carlyle Europe Partners II Coinvestment, L.P.(a)(b) | | | Europe | | | | Buyout | | | | 4/2/2014 | | | | 799 | | | | 70,292 | | | | 0 .01 | % |
Carlyle Europe Partners II, L.P.(a)(b)(c) | | | Europe | | | | Buyout | | | | 7/1/2013 | | | | 0 | | | | 420,645 | | | | 0 .04 | % |
Carlyle Europe Partners III Investment Holdings, L.P.(a)(b) | | | Europe | | | | Buyout | | | | 4/2/2014 | | | | 2,342,920 | | | | 68,654 | | | | 0 .01 | % |
Carlyle Europe Technology Partners II, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 12/31/2018 | | | | 0 | | | | 3,449 | | | | 0 .00 | %(d) |
Carlyle Europe Technology Partners III, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 1/24/2022 | | | | 7,889,618 | | | | 4,531,515 | | | | 0 .42 | % |
Carlyle Europe Technology Partners IV, L.P.(a)(b)(c) | | | Europe | | | | Growth | | | | 1/24/2022 | | | | 3,978,810 | | | | 3,219,777 | | | | 0 .30 | % |
Carlyle Fourmi Co-Investment, L.P.(a)(b) | | | North America | | | | Growth | | | | 1/18/2024 | | | | 18,570,496 | | | | 15,708,953 | | | | 1 .45 | % |
Carlyle Global Financial Services Partners II, L.P.(a)(b)(c) | | | Global | | | | Buyout | | | | 12/31/2017 | | | | 1,440,343 | | | | 4,892,392 | | | | 0 .45 | % |
Carlyle Global Financial Services Partners, L.P.(a)(b)(c) | | | Global | | | | Buyout | | | | 6/30/2014 | | | | 0 | | | | 74,383 | | | | 0 .01 | % |
Carlyle Infrastructure Partners, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 8/29/2014 | | | | 1,418,216 | | | | 444,400 | | | | 0 .04 | % |
Carlyle International Energy Partners, L.P.(a)(c) | | | Global | | | | Special Situations | | | | 12/29/2017 | | | | 5,491,877 | | | | 3,936,548 | | | | 0 .36 | % |
Carlyle MENA Partners, L.P.(a)(c) | | | Middle East/North Africa | | | | Buyout | | | | 9/28/2018 | | | | 0 | | | | 35,827 | | | | 0 .00 | %(d) |
Carlyle Mezzanine Partners II, L.P.(a)(b) | | | North America | | | | Credit | | | | 12/30/2015 | | | | 7,568,929 | | | | 2,615,189 | | | | 0 .24 | % |
Carlyle Partners V Coinvestment, L.P.(a) | | | North America | | | | Buyout | | | | 4/2/2014 | | | | 434,156 | | | | 608,940 | | | | 0 .06 | % |
Carlyle Partners V, L.P.(a)(c) | | | North America | | | | Buyout | | | | 6/28/2013 | | | | 0 | | | | 5,730,577 | | | | 0 .53 | % |
3
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investment Funds (97.96%) (continued) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Carlyle Partners VI Coinvestment A (Cayman), L.P.(a) | | | North America | | | | Buyout | | | | 8/31/2014 | | | $ | 190,307 | | | $ | 34,196 | | | | 0 .00 | %(d) |
Carlyle Partners VI, L.P.(a)(c) | | | North America | | | | Buyout | | | | 7/6/2016 | | | | 0 | | | | 2,118,245 | | | | 0 .20 | % |
Carlyle Realty Partners VI, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 4/25/2018 | | | | 119,415 | | | | 79,964 | | | | 0 .01 | % |
Carlyle Strategic Partners II, L.P.(a)(b)(c) | | | North America | | | | Special Situations | | | | 8/16/2013 | | | | 2,205,745 | | | | 0 | | | | 0 .00 | %(d) |
Carlyle Strategic Partners III Coinvestment, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 4/2/2014 | | | | 420 | | | | 111,297 | | | | 0 .01 | % |
Carlyle U.S. Equity Opportunity Fund II Coinvestment, L.P.(a) | | | North America | | | | Growth | | | | 3/15/2019 | | | | 174 | | | | 0 | | | | 0 .00 | %(d) |
Carlyle U.S. Equity Opportunity Fund II, L.P.(a)(c) | | | North America | | | | Growth | | | | 3/20/2018 | | | | 3,577,585 | | | | 6,332,413 | | | | 0 .58 | % |
Carlyle U.S. Growth Fund III, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 12/31/2018 | | | | 0 | | | | 93,453 | | | | 0 .01 | % |
Carlyle/Riverstone Global Energy & Power Fund III, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 9/30/2014 | | | | 2,060,258 | | | | 64,952 | | | | 0 .01 | % |
Cerberus Institutional Overseas IV, Ltd.(a)(b)(c) | | | North America | | | | Special Situations | | | | 7/1/2018 | | | | 0 | | | | 143,993 | | | | 0 .01 | % |
Cerberus Institutional Partners, L.P. - Series 4(a)(b)(c) | | | North America | | | | Special Situations | | | | 10/17/2019 | | | | 0 | | | | 7,394 | | | | 0 .00 | %(d) |
Cerberus International SPV, Ltd. Class A(a)(b) | | | North America | | | | Special Situations | | | | 7/1/2018 | | | | 0 | | | | 317,513 | | | | 0 .03 | % |
Cerberus International SPV, Ltd. Class B-8(a)(b) | | | North America | | | | Special Situations | | | | 6/13/2016 | | | | 0 | | | | 173,261 | | | | 0 .02 | % |
Cerberus International, Ltd. Class A(a)(b) | | | North America | | | | Special Situations | | | | 7/1/2018 | | | | 0 | | | | 155,043 | | | | 0 .01 | % |
Coatue Growth Fund V(a)(b)(c) | | | North America | | | | Growth | | | | 7/14/2023 | | | | 1,244,453 | | | | 2,030,115 | | | | 0 .19 | % |
DELTA-V PS, L.P.(a)(b) | | | Israel | | | | Growth | | | | 5/1/2023 | | | | 5,135,000 | | | | 11,622,266 | | | | 1 .07 | % |
Euro Wagon II, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 7/1/2016 | | | | 0 | | | | 95,831 | | | | 0 .01 | % |
FB HA Holdings, L.P.(a)(b) | | | North America | | | | Growth | | | | 8/30/2021 | | | | 5,117,548 | | | | 5,650,607 | | | | 0 .52 | % |
Harbinger Streamline Offshore Fund, L.L.C.(a)(b) | | | North America | | | | Special Situations | | | | 7/1/2018 | | | | 768,168 | | | | 0 | | | | 0 .00 | %(d) |
Icon Software Partners, L.P. (Class B)(a)(c) | | | North America | | | | Growth | | | | 9/1/2020 | | | | 173,759 | | | | 10,479,630 | | | | 0 .97 | % |
JLL Partners Fund V, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 12/30/2015 | | | | 1,884,003 | | | | 1,951,040 | | | | 0 .18 | % |
Laverne Buyer Holdings I, LLC(a)(b) | | | North America | | | | Growth | | | | 4/10/2018 | | | | 0 | | | | 486,117 | | | | 0 .04 | % |
Laverne Buyer Holdings II, LLC(a)(b) | | | North America | | | | Growth | | | | 4/10/2018 | | | | 0 | | | | 268,232 | | | | 0 .02 | % |
Laverne Buyer Holdings III, LLC(a)(b) | | | North America | | | | Growth | | | | 4/10/2018 | | | | 4,812,405 | | | | 3,802,844 | | | | 0 .35 | % |
4
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investment Funds (97.96%) (continued) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Laverne Buyer Holdings V, LLC(a)(b) | | | North America | | | | Growth | | | | 4/10/2018 | | | $ | 1,350,510 | | | $ | 1,609,827 | | | | 0 .15 | % |
LEP Opportunities II, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 7/6/2022 | | | | 14,333,401 | | | | 17,705,703 | | | | 1 .63 | % |
MENA Coinvestment, L.P.(a) | | | Middle East/North Africa | | | | Buyout | | | | 4/2/2014 | | | | 11,880 | | | | 147,541 | | | | 0 .01 | % |
Neoma Private Equity Fund IV, L.P.(a)(b)(c) | | | Middle East/North Africa | | | | Buyout | | | | 12/31/2017 | | | | 5,842,428 | | | | 2,998,854 | | | | 0 .28 | % |
New Enterprise Associates 10, L.P.(a)(b) | | | North America | | | | Growth | | | | 4/5/2017 | | | | 0 | | | | 65,252 | | | | 0 .01 | % |
New Enterprise Associates 9, L.P.(a)(b) | | | North America | | | | Growth | | | | 9/30/2016 | | | | 0 | | | | 22,024 | | | | 0 .00 | %(d) |
Newport Global Opportunities Fund, L.P.(a)(b) | | | North America | | | | Buyout | | | | 12/29/2014 | | | | 8,158,631 | | | | 4,523,863 | | | | 0 .42 | % |
OCM Opportunities Fund VII (Cayman), Ltd.(a)(b) | | | North America | | | | Special Situations | | | | 10/17/2019 | | | | 97,255 | | | | 0 | | | | 0 .00 | %(d) |
OCM Opportunities Fund VII, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 10/17/2019 | | | | 8,734 | | | | 0 | | | | 0 .00 | %(d) |
OCM Opportunities Fund VIIb (Cayman), Ltd.(a)(b)(c) | | | North America | | | | Special Situations | | | | 10/17/2019 | | | | 531 | | | | 0 | | | | 0 .00 | %(d) |
Passero 18, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 6/22/2018 | | | | 344,375 | | | | 13,892,778 | | | | 1 .28 | % |
Pegasus WSJLL Fund, L.P.(a)(c) | | | North America | | | | Buyout | | | | 12/15/2021 | | | | 13,096,945 | | | | 15,210,294 | | | | 1 .40 | % |
Presidio Investors Elv Continuation Fund, L.P.(a)(c) | | | North America | | | | Buyout | | | | 12/16/2022 | | | | 9,526,234 | | | | 11,413,788 | | | | 1 .05 | % |
Revelstoke Epic Fund I, L.P.(a)(b)(c) | | | North America | | | | Growth | | | | 8/26/2019 | | | | 14,122,735 | | | | 22,864,029 | | | | 2 .11 | % |
Riverside Micro-Cap Fund III, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 5/1/2019 | | | | 0 | | | | 6,775,127 | | | | 0 .62 | % |
Riverstone Global Energy and Power Fund V, L.P.(a)(c) | | | North America | | | | Buyout | | | | 9/30/2014 | | | | 10,487,513 | | | | 834,823 | | | | 0 .08 | % |
Riverstone/Carlyle Global Energy & Power Fund IV, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 9/30/2014 | | | | 5,173,093 | | | | 9,820 | | | | 0 .00 | %(d) |
Riverstone/Carlyle Renewable & Alternative Energy Fund II, L.P.(a)(c) | | | North America | | | | Buyout | | | | 11/12/2014 | | | | 725,760 | | | | 44,435 | | | | 0 .00 | %(d) |
Strategic Value Global Opportunity Feeder Fund 1-A, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 12/31/2016 | | | | 1,832,025 | | | | 3,262,331 | | | | 0 .30 | % |
Strategic Value Global Opportunity Fund 1-A, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 12/31/2016 | | | | 122,510 | | | | 214,122 | | | | 0 .02 | % |
Strategic Value Special Situations Feeder Fund, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 12/31/2016 | | | | 1,917,818 | | | | 13,658,807 | | | | 1 .26 | % |
Strategic Value Special Situations Fund, L.P.(a)(b) | | | North America | | | | Special Situations | | | | 12/31/2016 | | | | 168,691 | | | | 1,147,289 | | | | 0 .11 | % |
Styx International, Ltd. Series 1(a)(b) | | | North America | | | | Credit | | | | 7/1/2018 | | | | 163,573 | | | | 277,048 | | | | 0 .03 | % |
5
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investment Funds (97.96%) (continued) | | Geographic Region | | | Financing Stage | | | Acquisition Date | | | Cost | | | Fair Value | | | Percentage of Net Assets | |
Styx International, Ltd. Series 4(a)(b) | | | North America | | | | Credit | | | | 7/1/2018 | | | $ | 77,126 | | | $ | 130,630 | | | | 0 .01 | % |
Styx International, Ltd. Series 5(a)(b) | | | North America | | | | Credit | | | | 7/1/2018 | | | | 35,720 | | | | 60,500 | | | | 0 .01 | % |
Tiger Global XV(a)(b)(c) | | | North America | | | | Growth | | | | 7/14/2023 | | | | 2,388,760 | | | | 3,297,091 | | | | 0 .30 | % |
TPG AAF Partners N-A, L.P.(a)(c) | | | North America | | | | Buyout | | | | 6/22/2021 | | | | 0 | | | | 20,469 | | | | 0 .00 | %(d) |
Varde Investment Partners L.P.(a)(b) | | | North America | | | | Special Situations | | | | 9/30/2016 | | | | 0 | | | | 0 | | | | 0 .00 | %(d) |
Vitruvian Inv. Partnership I Continuation Fund(a)(b)(c) | | | Europe | | | | Growth | | | | 8/7/2019 | | | | 5,653,701 | | | | 9,916,808 | | | | 0 .91 | % |
Warburg Pincus Energy, L.P.(a)(b)(c) | | | North America | | | | Buyout | | | | 9/28/2018 | | | | 1,213,816 | | | | 1,853,776 | | | | 0 .17 | % |
Warburg Pincus XI (Asia), L.P.(a)(b) | | | Asia/Pacific | | | | Growth | | | | 9/29/2017 | | | | 14,599,779 | | | | 11,576,054 | | | | 1 .07 | % |
Warrior Buyer Holdings, LLC(a)(b) | | | North America | | | | Special Situations | | | | 10/2/2018 | | | | 16,819,431 | | | | 10,245,024 | | | | 0 .94 | % |
Total Secondary Investments | | | 269,951,690 | | | | 345,980,047 | | | | | |
Total Investment Funds | | $ | 882,253,764 | | | $ | 1,063,025,950 | | | | | |
Short-Term Investments (2.96%) | | Cost | | | Fair Value | |
Money Market Funds (2.96%) | | | | | | | | |
Fidelity Treasury Only Money Market Fund, 4.70%(e) | | $ | 7,415,923 | | | $ | 7,415,923 | |
Goldman Sachs Financial Square Treasury Instruments Fund, Class Institutional, 4.73%(e) | | | 7,355,558 | | | | 7,355,558 | |
JP Morgan 100% U.S. Treasury Securities Money Market Fund, Class I, 4.97%(e) | | | 7,419,477 | | | | 7,419,477 | |
Morgan Stanley Institutional Liquidity Fund, Class I, 4.76%(e) | | | 9,894,732 | | | | 9,894,732 | |
Total Money Market Funds | | | 32,085,690 | | | | 32,085,690 | |
Total Short-Term Investments | | $ | 32,085,690 | | | $ | 32,085,690 | |
| | | | | | | | |
Total Investments (100.92%) | | $ | 914,339,454 | | | $ | 1,095,111,640 | |
Liabilities in Excess of Other Assets (-0.92%) | | | (9,948,276 | ) |
Net Assets (100.00%) | | $ | 1,085,163,364 | |
See Note 3 in the accompanying Notes to the Consolidated Financial Statements.
(a) | Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale. For investments that were acquired through multiple transactions, the acquisition date represents the initial acquisition date of the Fund’s investment in the position. Total fair value of restricted securities amounts to $1,063,025,950, which represents 97.96% of net assets as of September 30, 2024. |
(b) | Non-income producing security. |
(c) | The Fund held unfunded commitments in the investment as of September 30, 2024. Total unfunded commitments amount to $408,030,864 as of September 30, 2024. |
(d) | Rounds to less than 0.005% |
(e) | The rate shown is the annualized 7-day yield as of September 30, 2024. |
6
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2024
Investments as of September 30, 2024
Private Equity Type | | Percent of Total Net Assets | |
Investment Funds | | | | |
Co-Investments | | | 10.24 | % |
Primary Investments | | | 55.81 | % |
Secondary Investments | | | 31.91 | % |
Total Investment Funds | | | 97.96 | % |
Short-Term Investments | | | | |
Money Market Fund | | | 2.96 | % |
Total Investments | | | 100.92 | % |
Liabilities in excess of other assets | | | (0.92 | %) |
Total Net Assets | | | 100.00 | % |
See accompanying Notes to Consolidated Financial Statements.
7
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Assets and Liabilities (Unaudited)
September 30, 2024
Assets | | | | |
Investments, at fair value (Cost $914,339,454) | | $ | 1,095,111,640 | |
Cash | | | 25,060,509 | |
Cash denominated in foreign currencies (Cost $10,940,196) | | | 11,213,283 | |
Interest receivable | | | 222,549 | |
Receivable for investments sold | | | 14,284 | |
Capital contributions receivable, due from Feeder Fund | | | 19,000 | |
Prepaid Directors’ and Officer fees | | | 17,000 | |
Prepaid expenses and other assets | | | 161,825 | |
Total Assets | | | 1,131,820,090 | |
| | | | |
Liabilities | | | | |
Payable for shares repurchased, due to Feeder Fund | | | 33,590,900 | |
Payable to Adviser | | | 6,891,500 | |
Payable for contributions to Investment Funds, not yet settled | | | 5,535,989 | |
Professional fees payable | | | 252,894 | |
Accounting and administration fees payable | | | 107,903 | |
Directors’ and Officer fees payable | | | 31,401 | |
Capital contributions received in advance | | | 19,000 | |
Accounts payable and other accrued expenses | | | 227,139 | |
Total Liabilities | | | 46,656,726 | |
Net Assets | | $ | 1,085,163,364 | |
| | | | |
Composition of Net Assets | | | | |
Paid-in capital | | $ | 295,783,799 | |
Total distributable earnings | | | 789,379,565 | |
Net Assets | | $ | 1,085,163,364 | |
See accompanying Notes to Consolidated Financial Statements
8
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended September 30, 2024
Investment Income | | | | |
Dividend income | | $ | 1,298,242 | |
Interest income | | | 1,560,595 | |
Investment Income | | | 2,858,837 | |
| | | | |
Expenses | | | | |
Management fee | | | 6,891,500 | |
Accounting and administration fees | | | 445,760 | |
Professional fees | | | 302,255 | |
Interest expense | | | 192,500 | |
Directors’ and Officer fees | | | 75,401 | |
Tax expense | | | 48,035 | |
Transfer agent Fees | | | 47,175 | |
Insurance expense | | | 7,292 | |
Other fees | | | 2,293 | |
Total Expenses | | | 8,012,211 | |
| | | | |
NET INVESTMENT LOSS | | | (5,153,374 | ) |
| | | | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | | |
Net realized gain from: | | | | |
Investments | | | 29,969,891 | |
Forward foreign currency contracts | | | 251,671 | |
Foreign currency | | | 28,067 | |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 851,273 | |
Foreign currency Contracts | | | (52,163 | ) |
Foreign Currency | | | 273,087 | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | 31,321,826 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 26,168,452 | |
See accompanying Notes to Consolidated Financial Statements
9
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statements of Changes in Net Assets
| | For the Six Months Ended September 30, 2024 (Unaudited) | | | For the Year Ended March 31, 2024 | |
Changes in Net Assets Resulting from Operations | | | | | | | | |
Net investment income/(loss) | | $ | (5,153,374 | ) | | $ | 11,433,944 | |
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 30,249,629 | | | | 68,642,443 | |
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 1,072,197 | | | | (7,173,539 | ) |
Net Change in Net Assets Resulting from Operations | | | 26,168,452 | | | | 72,902,848 | |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Capital contributions | | | 4,226,988 | | | | 20,569,674 | |
Capital withdrawals | | | (93,293,266 | ) | | | (108,952,656 | ) |
Net Change in Net Assets Resulting from Capital Transactions | | | (89,066,278 | ) | | | (88,382,982 | ) |
| | | | | | | | |
Total Net Decrease in Net Assets | | | (62,897,826 | ) | | | (15,480,134 | ) |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 1,148,061,190 | | | | 1,163,541,324 | |
End of period | | $ | 1,085,163,364 | | | $ | 1,148,061,190 | |
See accompanying Notes to Consolidated Financial Statements
10
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net increase in net assets resulting from operations | | $ | 26,168,452 | |
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | | | | |
Net realized gain from investments | | | (29,969,891 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (851,273 | ) |
Purchases of Investment Funds | | | (43,023,769 | ) |
Capital distributions received from Investment Funds | | | 109,079,844 | |
Net sales of short-term investments | | | 40,239,873 | |
(Increase)/Decrease in assets: | | | | |
Interest receivable | | | 129,071 | |
Prepaid Directors’ and Officer fees | | | 34,000 | |
Prepaid expenses and other assets | | | (158,475 | ) |
Unrealized appreciation on forward foreign currency contracts | | | 52,163 | |
Increase/(Decrease) in liabilities: | | | | |
Capital contributions received in advance | | | 19,000 | |
Payable to Adviser | | | 3,381,626 | |
Payable for Directors and officer fees | | | 31,401 | |
Accounting and administration fees payable | | | (5,868 | ) |
Professional fees payable | | | 66,835 | |
Accounts payable and other accrued expenses | | | 176,777 | |
Net cash provided by operating activities | | | 105,369,766 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from capital contributions, net of change in contributions receivable | | | 4,207,988 | |
Payments for shares repurchased, net of change in payable for shares repurchased | | | (84,267,552 | ) |
Net cash used in financing activities | | | (80,059,564 | ) |
| | | | |
Net Change in cash | | | 25,310,202 | |
Cash, beginning of year | | $ | 10,963,590 | |
Cash, end of year | | $ | 36,273,792 | |
*Includes cash denominated in foreign currencies. | | | | |
| | | | |
Reconciliation of cash at the beginning of the period to the Consolidated Statement of Assets and Liabilities: | | | | |
Cash | | $ | 10,963,590 | |
Cash denominated in foreign currencies | | | — | |
Cash, beginning of period | | $ | 10,963,590 | |
| | | | |
Reconciliation of cash at the end of the period to the Consolidated Statement of Assets and Liabilities: | | | | |
Cash | | | 25,060,509 | |
Cash denominated in foreign currencies | | | 11,213,283 | |
Cash, end of year | | | 36,273,792 | |
| | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | |
Cash paid during the period for interest expense | | $ | 192,500 | |
See accompanying Notes to Consolidated Financial Statements
11
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Highlights
| | For the Six Months Ended September 30, | | | For the Years Ended March 31, | |
| | 2024 (Unaudited) | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 1,085,163 | | | $ | 1,148,061 | | | $ | 1,163,541 | | | $ | 1,164,872 | | | $ | 1,014,108 | | | $ | 927,812 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios to average net assets | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss)(1) | | | (0.90 | )%(2) | | | 0.96 | % | | | 0.61 | % | | | 0.60 | % | | | (0.26 | )% | | | 0.33 | % |
Total expenses(3) | | | 1.39 | %(2) | | | 1.37 | % | | | 1.37 | % | | | 1.37 | % | | | 1.39 | % | | | 1.42 | % |
Portfolio turnover | | | 0.00 | %(4) | | | 0.00 | % | | | 0.07 | % | | | 0.01 | % | | | 0.00 | % | | | 2.79 | % |
Total return(5) | | | 2.30 | %(4) | | | 6.33 | % | | | 1.88 | % | | | 18.22 | % | | | 30.86 | % | | | (6.75 | )% |
(1) | The ratios do not include investment income or expenses of the Investment Funds in which the Fund invests. |
(2) | Net investment income/(loss) and total expenses are annualized for periods less than one full year. |
(3) | Included in the above ratio are other expenses of 0.10% as of September 30, 2024, 0.17% as of March 31, 2024, 0.17% as of March 31, 2023, 0.17% as of March 31, 2022, 0.18% as March 31, 2021, and 0.25% as of March 31, 2020. |
(5) | Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying Notes to Consolidated Financial Statements
12
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2024
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 consolidated 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 (“Co-Investments”), and direct investments (“Direct Investments”) sponsored by, or affiliated with, The Carlyle Group L.P. and its affiliates, with an emphasis on private equity funds, as more fully described in the Feeder Fund’s (as defined below) Confidential Memorandum as amended or supplemented from time to time. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Master Fund’s private equity investments, therefore, generally consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Master Fund’s net asset value (“NAV”).
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. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board has appointed the Adviser as the Master Fund’s valuation designee (the “Valuation Designee”). In that role, the Adviser has established a committee (the “Valuation Committee”) that oversees the valuation of the Master Fund’s investments pursuant to procedures adopted by the Adviser (the “Valuation Procedures”).
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 September 30, 2024, the Feeder Fund owned an amount that rounded to 100.00% of the Master Fund’s Interests with the Adviser owning an amount that rounded to 0.00%.
Investors generally may purchase units of beneficial interest of 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.
13
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
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 the Financial Accounting Standards Board (“FASB”) 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 consolidated 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 in 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. As of September 30, 2024, the Master Fund does not have a deferred tax liability 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.
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 September 30, 2024, the tax years from the year 2020 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 deemed to meet the more-likely-than-not threshold 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 period ended September 30, 2024, the Master Fund did not incur any interest or penalties.
Cash: Cash consists of monies and interest paying deposit accounts 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 NAV 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 banker’s acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation and repurchase agreements.
Forward Foreign Currency Contracts: A forward foreign currency exchange contract (“forward currency contract”) is an obligation to buy or sell a specified currency at a future date at a negotiated rate (which may be U.S. dollars or a foreign currency). The Master Fund may enter into forward currency contracts for hedging purposes, including, but not limited to, reducing exposure to changes in foreign currency exchange rates on foreign portfolio holdings and locking in the U.S. dollar cost of firm purchase and sale commitments for securities denominated in or exposed to foreign currencies. The Master Fund may also invest in forward currency contracts for non-hedging purposes such as seeking to enhance returns. The Master Fund is subject to currency risk and counterparty risk in the normal course of pursuing its investment objective through its investments in forward currency contracts.
Forward currency contracts are valued by converting the foreign value to U.S. dollars by using the current spot U.S. dollar exchange rate and/or forward rate for that currency. Exchange and forward rates as of the close of the NYSE are used to value the forward currency contracts. The unrealized appreciation/(depreciation) for forward currency contracts is reported in the Consolidated Statement of Assets and Liabilities as a receivable or payable and in the Consolidated Statement of
14
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Operations for the change in unrealized net appreciation/depreciation (if applicable). The realized gain or loss arising from the difference between the U.S. dollar cost of the original contract and the value of the foreign currency in U.S. dollars upon closing a forward currency contract is reported on the Consolidated Statement of Operations (if applicable). The average volume of the Foreign Currency Contracts held in the Fund as of 9/30/24 was (11,407,964).
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 income is recorded on ex-date and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds are 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 has not been communicated from the Investment Funds. 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 consolidated 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 consolidated 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 and such differences could be material.
Consolidation of Subsidiary: The consolidated financial statements include the financial position and the results of operations of the Master Fund and its wholly owned subsidiary, CPG TCG, a Delaware limited liability company. The wholly owned subsidiary has the same investment objective as the Master Fund. CPG TCG is taxed as a corporation and used when the Master Fund has determined that owning certain Investment Funds within a domestic limited liability company structure would not be beneficial. As of September 30, 2024, the total value of investments held by the subsidiary is $17,177,793 or 1.58% of the Master Fund’s net assets.
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. The Master Fund values its investments in Investment Funds at fair value in accordance with FASB ASC, Fair Value Measurement (“ASC 820”). See Note 3 for more information.
ASC 820 defines fair value as the value that the Master Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-level hierarchy for fair value measurements 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
15
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
3. | PORTFOLIO VALUATION (continued) |
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 Investment Funds are recorded at fair value, using the Investment Funds’ NAV as a “practical expedient,” in accordance with ASC 820.
The private equity Investment Funds generally are 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 represent opportunities to invest in specific portfolio companies that are typically made alongside an Investment Fund. Primary investments are investments in newly established private equity funds. 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 and as may be determined, from time to time, pursuant to policies adopted by the Adviser. The Master Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. ASC 820 provides for the use of NAV (or its equivalent) as a practical expedient to estimate fair value of investments in Investment Funds, provided certain criteria are met. As such, the Master Fund’s Valuation Committee oversees the valuation process of the Master Fund’s investments. The Valuation 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 Investment Funds value their underlying investments in accordance with policies established by each Investment Fund, as described in each of their financial statements or offering memoranda. 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. The Adviser 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 consolidated financial statements.
The Adviser employs ongoing due diligence policies and processes with respect to Investment Funds and their investment managers. The Adviser assesses the quality of information provided and determines whether such information continues to be reliable or whether additional inquiry is necessary. Such inquiries may require the Adviser to forego its normal reliance on the value provided and to independently determine the fair value of the Master Fund’s interest in such Investment Fund.
16
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
3. | PORTFOLIO VALUATION (continued) |
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.
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. Direct investments are valued based either on information supplied by the sponsor, or by a third party valuation agent.
The following table represents the inputs used to value the investments at fair value on the Consolidated Statement of Assets and Liabilities within the valuation hierarchy as of September 30, 2024:
| | Level 1 | | | Level 2* | | | Level 3* | | | Investments Measured at Net Asset Value(1) | | | Total | |
Investments | | | | | | | | | | | | | | | | | | | | |
Investments in Private Investment Funds | | $ | — | | | $ | — | | | $ | — | | | $ | 1,063,025,950 | | | $ | 1,063,025,950 | |
Short-Term Investments | | | 32,085,690 | | | | — | | | | — | | | | — | | | | 32,085,690 | |
Total Investments | | $ | 32,085,690 | | | $ | — | | | $ | — | | | $ | 1,063,025,950 | | | $ | 1,095,111,640 | |
* | The Fund did not hold level 2 or level 3 securities at period end |
(1) | These investments are presented for reconciliation purposes and are not required to be categorized in the fair value hierarchy since they are measured at net asset value, without adjustment, as permitted as a practical expedient. |
The Master Fund’s private equity investments financing stage with their corresponding unfunded commitments and other attributes, as of September 30, 2024, are shown in the table below.
Financing Stage | Investment Strategy | Fair Value | Unfunded Commitments | Remaining Life* | Redemption Frequency* | Notice Period (In Days) | Redemption Restrictions Terms* |
Buyout | Control investments in established companies | $ 676,245,413 | $ 279,315,054 | Up to 10 years | None | N/A | N/A |
Growth Capital | Non-control investments in established companies with strong growth characteristics | 262,637,630 | 84,921,407 | Up to 10 years | None | N/A | N/A |
Special Situations/ Other | Investments in mezzanine, distressed debt, energy/utility and turnarounds | 124,142,907 | 43,794,403 | Up to 10 years | None | N/A | N/A |
* | The information summarized in the table above represents the general terms for the specified financing stage. 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. |
The following is a summary of investment strategies of the Investment Funds held by the Master Fund as of September 30, 2024.
17
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
3. | PORTFOLIO VALUATION (continued) |
Private equity is a common term for investments that typically are made in non-public companies through privately negotiated transactions. Private equity investors generally seek to acquire quality assets at attractive valuations and use operational expertise to enhance value and improve portfolio company performance. Buyout funds acquire private and public companies, as well as divisions of larger companies. Private equity specialists then seek to uncover value-enhancing opportunities in portfolio companies, unlock the value of the portfolio company and reposition it for sale at a multiple of invested equity.
Buyouts: Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid- or large-capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions—particularly in the large-cap segment.
Growth Capital: Typically involves non-control investments in established companies with strong growth characteristics. Companies that receive growth capital investments typically have established customers and mature business models.
Special Situations: A broad range of private equity investments, which vary in terms of level of control, including mezzanine, distressed debt, energy/utility investments and turnarounds.
Types of private equity investments that the Master Fund may make include:
Primary Investments. Primary investments (primaries) are interests or investments in newly established private equity funds. Primary investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in a number of individual operating companies during a defined investment period.
Secondary Investments. Secondary investments (secondaries) are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period.
Co-Investment/Direct Investments. Co-Investments are investments in an operating company that are typically held through a third party investment vehicle formed by a private equity sponsor or other institutional investor and are typically made alongside the sponsor’s (on behalf of its fund) or institutional investor’s investment in the operating company. Direct Investments involve holding an interest in securities issued by an operating company directly and not through a third-party investment vehicle. Such investments typically are made as investments in operating companies where private equity funds or other institutional investors are active investors, and are usually structured such that the private equity fund or institutional investors, as the case may be, and the lead investors, if any, collectively hold a significant interest in the operating company.
4. RELATED PARTY TRANSACTIONS
As of September 30, 2024, 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 “Advisory Agreement”). Pursuant to the Advisory Agreement, the Master Fund pays the Adviser a monthly 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 period ended September 30, 2024, the Adviser earned $6,891,500 of Management Fee which is included in the Consolidated Statement of Operations, of which $6,891,500 was payable at September 30, 2024 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.
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
18
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
4. RELATED PARTY TRANSACTIONS (continued)
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.
Each member of the Board who is not an “interested person”, as defined by the 1940 Act, of the Master Fund (the “Independent Directors”) receives an annual retainer of $15,000 (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 period ended September 30, 2024 was $75,401, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.
During the period ended September 30, 2024, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $31,401, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.
Certain officers and the interested director of the Master Fund are also Officers of the Adviser and CPG TCG, and are registered representatives of Delaware Distributors, L.P.
5. ADMINISTRATION AND CUSTODIAN FEES
SS&C Technologies and its affiliates DST Asset Manager Solutions, Inc. and ALPS Fund Services, Inc. serve 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 period ended September 30, 2024, the total administration fees were $445,760 which is included in Accounting and administration fees in the Consolidated Statement of Operations, of which $107,903 was payable at September 30, 2024 and is included in Accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities.
UMB Bank, N.A. serves as the primary custodian of the assets of the Fund.
6. INVESTMENTS
For the period ended September 30, 2024, total purchases or capital contributions to, and total proceeds from redemptions or other dispositions of investments, excluding short-term investments, amounted to $47,998,289 and $75,878,691, 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 September 30, 2024.
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.
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;
19
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
7. ALLOCATION OF INVESTORS’ CAPITAL (continued)
(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 the LLC 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 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 at the value of Interests determined as of each March 31, June 30, September 30 and December 31 (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 60 days prior to the applicable Tender offer valuation date and be paid for approximately 35 days after the applicable Tender offer valuation date. Repurchases of Fund units during the period ended September 30, 2024 are reflected as “Capital withdrawals” on the Consolidated Statement of Changes in Net Assets.
Repurchases for the period ended September 30, 2024:
Repurchase date | Repurchase Shares Class A | Repurchase Shares Class I | Repurchase dollars Class A | Repurchase dollars Class I |
June 28, 2024 | 2,919,060 | 408,590 | 43,431,822 | 13,288,456 |
September 30, 2024 | 991,233 | 571,932 | 14,842,818 | 18,748,082 |
Repurchases of Fund units during the period ended September 30, 2024 are reflected as “Capital withdrawals” on the Statement of Changes in Net Assets.
9. INDEMNIFICATION
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.
10. LINE OF CREDIT
The Master Fund maintained a revolving credit facility (the “Facility”) with Flagstar with a maximum borrowing amount of $50,000,000 which is secured by certain interests in Investment Funds. A fee of 0.25% per annum was payable monthly in arrears on the unused portion, while the interest rate charged on borrowings in the case of Term AMERIBOR Loans was the AMERIBOR forward-looking benchmark rate plus 2.00% and in the case of Prime Rate Loans was the rate of interest per annum publicly announced or determined from time to time by Flagstar as its prime rate in effect. As of September 30, 2024, the Master Fund had no borrowings outstanding.
The Master Fund entered into a new credit facility on July 8, 2024 with Barclays Bank PLC (“Barclays”) with a maximum borrowing amount of $75,000,000. The commitment fee on the daily unused loan balance of the Line of Credit accrues at 1.10%. For the period ended September 30, 2024, the Master Fund did not borrow under the Facility.
20
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2024
11. SUBSEQUENT EVENTS
Subsequent events after September 30, 2024 have been evaluated through the date the consolidated financial statements were issued. There were no events or material transactions through the date the consolidated financial statements were issued.
21
CPG Carlyle Commitments Master Fund, LLC
Other Information (Unaudited)
September 30, 2024
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 Master 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 Securities and Exchange Commission (the “SEC”) 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 http://www.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Master Fund files its complete schedule of portfolio holdings with the SEC no more than 60 days after the Master Fund’s first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT, which replaced Form N-Q. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. The Master Fund’s Form N-Q filings (prior to the reporting period ending March 31, 2019) and Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.
Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie Bank”), any Macquarie Group Entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
22
(b) Not applicable.
ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. INVESTMENTS.
(a) 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.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Not applicable during the period covered by this report.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s board of directors during the period covered by this report.
ITEM 16. 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 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 17. 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 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
(a) Not applicable.
(b) Not applicable.
ITEM 19. EXHIBITS.
(a)(1) Not applicable to semi-annual reports.
(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) None.
(a)(4) None.
(a)(5) 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/ Michael Mascis | |
| | |
| Michael Mascis | |
| (Principal Executive Officer) | |
| | |
Date | December 9, 2024 | |
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/ Michael Mascis | |
| | |
| Michael Mascis | |
| (Principal Executive Officer) | |
| | |
Date | December 9, 2024 | |
| | |
By (Signature and Title)* | /s/ Trishamarie Chan | |
| | |
| Trishamarie Chan | |
| (Principal Accounting Officer) | |
| | |
Date | December 9, 2024 | |
| * | Print the name and title of each signing officer under his or her signature. |