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 number811-22764
CPG Carlyle Commitments Master Fund, LLC
(Exact name of registrant as specified in charter)
805 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
Mitchell A. Tanzman
c/o Central Park Advisers, LLC
805 Third Avenue
New York, NY 10022
(Name and address of agent for service)
Registrant's telephone number, including area code:(212) 317-9200
Date of fiscal year end:March 31
Date of reporting period:September 30, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Statements
(Unaudited)
For the Period From April 1, 2019
to September 30, 2019
CPG Carlyle Commitments Master Fund, LLC
Table of Contents
For the Period From April 1, 2019 to September 30, 2019 (Unaudited)
Consolidated Schedule of Investments | 1-6 |
Consolidated Statement of Assets and Liabilities | 7 |
Consolidated Statement of Operations | 8 |
Consolidated Statements of Changes in Net Assets | 9 |
Consolidated Statement of Cash Flows | 10 |
Consolidated Financial Highlights | 11 |
Notes to Consolidated Financial Statements | 12-19 |
Other Information | 20 |
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited)
September 30, 2019
Investment Funds (91.47%) | | Geographic Region | | | Cost | | | Fair Value | |
Co-Investments (15.96%) | | | | | | | | | | | | |
Carlyle Beacon Partners, L.P.(a)(b) | | | Asia/Pacific | | | $ | 10,246,367 | | | $ | 10,558,953 | |
Carlyle Eagle Coinvestment, L.P.(a)(b) | | | North America | | | | 9,054,894 | | | | 14,174,793 | |
Carlyle ECI Coinvestment, L.P.(a)(b) | | | North America | | | | 399,251 | | | | 985,084 | |
Carlyle Fourmi Co-Investment, L.P.(a)(b) | | | Asia/Pacific | | | | 15,436,999 | | | | 15,128,981 | |
Carlyle Havasu Coinvestment, L.P.(a) | | | North America | | | | 7,238,961 | | | | 7,589,315 | |
Carlyle Interlink Coinvestment, L.P.(a)(b) | | | North America | | | | 2,304,478 | | | | 1,780,205 | |
Carlyle Mars Partners, L.P.(a)(b) | | | Asia/Pacific | | | | 3,098,645 | | | | 3,008,265 | |
Carlyle PIB Coinvestment, L.P.(a)(b) | | | Europe | | | | 17,315,291 | | | | 20,850,805 | |
Carlyle RDSL Coinvestment, L.P.(a)(b) | | | South America | | | | 13,609,511 | | | | 20,955,066 | |
Carlyle Sapphire Partners, L.P.(a)(b) | | | Asia/Pacific | | | | 9,180,000 | | | | 10,061,057 | |
Carlyle Thunder Coinvestment, L.P.(a)(b) | | | North America | | | | 5,039,925 | | | | 5,280,210 | |
CEMOF II Master Co-Investment Partners, L.P.(a) | | | North America | | | | 5,667,072 | | | | 6,290,805 | |
CSP III Canaveral Co-investment (Cayman), L.P.(a)(b) | | | North America | | | | 4,215,561 | | | | 2,440,769 | |
CSP III Magellan Co-investment (Cayman), L.P.(a)(b) | | | North America | | | | 4,519,908 | | | | 3,765,029 | |
Nash Coinvestment, L.P.(a) | | | Africa | | | | 8,282,698 | | | | 9,303,461 | |
Neptune Coinvestment, L.P.(a) | | | Europe | | | | 7,509,284 | | | | 16,197,725 | |
Reciprocal Capital Holdings, LLC(a)(b) | | | Asia/Pacific | | | | 13,994,491 | | | | 26,187,827 | |
Ripley Cable Holdings I, L.P.(a)(b) | | | Asia/Pacific | | | | — | | | | 64,687 | |
Riverstone Fieldwood Partners, L.P.(a)(b) | | | North America | | | | 7,009,249 | | | | 615,488 | |
Riverstone Fieldwood Partners-D, L.P.(a)(b) | | | North America | | | | 1,216,629 | | | | 2,285,516 | |
Total Co-Investments | | | 145,339,214 | | | | 177,524,041 | |
| | | | | | | | | | | | |
Primary Investments (35.94%) | | | | | | | | | | | | |
AlpInvest Co-Investment Fund (Onshore) VII, L.P.(a) | | | North America | | | | 29,013,584 | | | | 31,260,112 | |
Carlyle Asia Growth Partners V, L.P.(a)(b) | | | Asia/Pacific | | | | 6,352,600 | | | | 7,702,423 | |
Carlyle Asia Partners IV, L.P.(a) | | | Asia/Pacific | | | | 52,501,056 | | | | 54,530,967 | |
Carlyle Asia Partners V, L.P.(a)(b) | | | Asia/Pacific | | | | 9,065,421 | | | | 10,040,970 | |
Carlyle Europe Partners V, L.P.(a)(b) | | | Europe | | | | 16,996,606 | | | | 13,969,737 | |
Carlyle Europe Technology Partners III, L.P.(a)(b) | | | Europe | | | | 23,023,303 | | | | 28,329,598 | |
Carlyle Global Financial Services Partners II, L.P.(a) | | | Global | | | | 24,959,702 | | | | 25,406,050 | |
Carlyle Global Financial Services Partners III, L.P.(a)(b) | | | Global | | | | 6,794,705 | | | | 7,725,802 | |
Carlyle International Energy Partners II, S.C.Sp.(a)(b) | | | Global | | | | — | | | | (301,401 | ) |
Carlyle International Energy Partners, L.P.(a) | | | Global | | | | 22,008,181 | | | | 25,236,439 | |
Carlyle Partners VI, L.P.(a) | | | North America | | | | 17,310,853 | | | | 18,421,462 | |
Carlyle Partners VII, L.P.(a) | | | North America | | | | 45,444,529 | | | | 38,939,111 | |
Carlyle Property Investors, L.P.(a) | | | North America | | | | 51,075,185 | | | | 52,389,473 | |
Carlyle Strategic Partners III, L.P.(a) | | | North America | | | | 6,813,634 | | | | 5,505,079 | |
Carlyle Structured Credit Fund, L.P.(a) | | | North America | | | | 28,725,907 | | | | 28,727,396 | |
CVC Credit Partners Global Special Situations Fund II SCSP(a) | | | Europe | | | | — | | | | 7,730 | |
Golub Capital Partners 10, L.P.(a) | | | North America | | | | 26,250,000 | | | | 26,250,000 | |
JLL Partners Fund VII, L.P.(a)(b) | | | North America | | | | 20,940,529 | | | | 25,715,801 | |
Total Primary Investments | | | 387,275,795 | | | | 399,856,749 | |
1
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019
Investment Funds (91.47%) (Continued) | | Geographic Region | | | Cost | | | Fair Value | |
Secondary Investments (39.57%) | | | | | | | | | | | | |
Aberdeen Venture Partners IV, L.P.(a) | | | North America | | | $ | — | | | $ | 263,734 | |
Audax Private Equity Fund, L.P.(a)(b) | | | North America | | | | — | | | | 7,134 | |
BlueCrest Strategic Limited(a)(b) | | | North America | | | | 46,031 | | | | 120,650 | |
Brazil Buyout Coinvestment, L.P.(a)(b) | | | South America | | | | 136,149 | | | | 99,426 | |
Caliburn Strategic Fund(a)(b) | | | Europe | | | | 369,280 | | | | 479,092 | |
Canyon Distressed Opportunity Fund (Cayman), L.P.(a)(b) | | | North America | | | | — | | | | 6,965 | |
Canyon Distressed Opportunity Fund (Delaware) L.P.(a)(b) | | | North America | | | | — | | | | 87,802 | |
Carlyle Asia Growth Partners III Coinvestment, L.P.(a)(b) | | | Asia/Pacific | | | | 815 | | | | 57,984 | |
Carlyle Asia Growth Partners III, L.P.(a)(b) | | | Asia/Pacific | | | | 1,886,007 | | | | 525,190 | |
Carlyle Asia Growth Partners IV Coinvestment, L.P.(a) | | | Asia/Pacific | | | | 331,447 | | | | 100,241 | |
Carlyle Asia Growth Partners IV, L.P.(a) | | | Asia/Pacific | | | | 23,187,383 | | | | 11,362,756 | |
Carlyle Asia Partners II Coinvestment, L.P.(a) | | | Asia/Pacific | | | | 298,215 | | | | 26,370 | |
Carlyle Asia Partners II, L.P.(a)(b) | | | Asia/Pacific | | | | 127,118 | | | | 247,788 | |
Carlyle Asia Partners III Coinvestment, L.P.(a) | | | Asia/Pacific | | | | 944,826 | | | | 203,017 | |
Carlyle Asia Partners III, L.P.(a) | | | Asia/Pacific | | | | 4,030,210 | | | | 2,742,137 | |
Carlyle Asia Partners IV Access Fund, L.L.C.(a) | | | Asia/Pacific | | | | 4,216,979 | | | | 4,203,747 | |
Carlyle Asia Partners IV, L.P.(a) | | | Asia/Pacific | | | | 1,933,122 | | | | 1,817,557 | |
Carlyle Asia Structured Credit Opportunities Fund, L.P.(a) | | | Asia/Pacific | | | | 2,156,959 | | | | 2,137,446 | |
Carlyle Cardinal Ireland Fund, L.P.(a)(b) | | | Europe | | | | 507,532 | | | | 707,595 | |
Carlyle Energy Mezzanine Opportunities Fund, L.P.(a) | | | North America | | | | 7,230,025 | | | | 3,404,628 | |
Carlyle Europe Partners II Coinvestment, L.P.(a) | | | Europe | | | | 758,056 | | | | 65,104 | |
Carlyle Europe Partners II Investment Holdings, L.P. - Ensus II(a)(b) | | | Europe | | | | 184,004 | | | | 90,695 | |
Carlyle Europe Partners II, L.P.(a)(b) | | | Europe | | | | 2,803,823 | | | | 1,170,509 | |
Carlyle Europe Partners III Investment Holdings, L.P.(a)(b) | | | Europe | | | | 3,834,190 | | | | 776,562 | |
Carlyle Europe Partners III, L.P.(a)(b) | | | Europe | | | | 7,030,389 | | | | 5,327,181 | |
Carlyle Europe Partners IV, L.P.(a) | | | Europe | | | | 931,958 | | | | 1,049,367 | |
Carlyle Europe Technology Partners II Coinvestment, L.P.(a)(b) | | | Europe | | | | 21,643 | | | | 5,295 | |
Carlyle Europe Technology Partners Coinvestment, L.P.(a)(b) | | | Europe | | | | — | | | | 26 | |
Carlyle Europe Technology Partners II, L.P.(a)(b) | | | Europe | | | | — | | | | 32,926 | |
Carlyle Global Financial Services Partners Coinvestment, L.P.(a) | | | Global | | | | 236,050 | | | | 46,887 | |
Carlyle Global Financial Services Partners II, L.P.(a) | | | Global | | | | 5,087,538 | | | | 6,024,380 | |
Carlyle Global Financial Services Partners, L.P.(a) | | | Global | | | | 6,797,415 | | | | 4,720,456 | |
Carlyle Infrastructure Partners, L.P.(a) | | | North America | | | | 1,418,216 | | | | 490,186 | |
Carlyle International Energy Partners, L.P.(a) | | | Global | | | | 5,413,469 | | | | 5,883,253 | |
Carlyle Japan Partners II Coinvestment, L.P.(a)(b) | | | Asia/Pacific | | | | 238,651 | | | | 29,328 | |
Carlyle Japan Partners II, L.P.(a)(b) | | | Asia/Pacific | | | | — | | | | 372,452 | |
Carlyle MENA Partners, L.P.(a) | | | Middle East/North Africa | | | | 384,104 | | | | 397,928 | |
Carlyle Mezzanine Partners II, L.P.(a) | | | North America | | | | 7,568,929 | | | | 474,942 | |
Carlyle Partners IV Coinvestment, L.P.(a)(b) | | | North America | | | | 149,348 | | | | 306,475 | |
Carlyle Partners IV, L.P.(a)(b) | | | North America | | | | 2,998,449 | | | | 4,524,701 | |
Carlyle Partners V Coinvestment (Cayman), L.P.(a) | | | North America | | | | 1,453,305 | | | | 169,169 | |
2
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019
Investment Funds (91.47%) (Continued) | | Geographic Region | | | Cost | | | Fair Value | |
Carlyle Partners V Coinvestment, L.P.(a) | | | North America | | | $ | 4,460,982 | | | $ | 1,023,081 | |
Carlyle Partners V, L.P.(a) | | | North America | | | | 31,760,414 | | | | 36,477,556 | |
Carlyle Partners VI Coinvestment A (Cayman), L.P.(a)(b) | | | North America | | | | 231,630 | | | | 227,775 | |
Carlyle Partners VI, L.P.(a) | | | North America | | | | 29,764,102 | | | | 33,752,947 | |
Carlyle Realty Partners V, L.P.(a) | | | North America | | | | 1,327,187 | | | | 1,436,561 | |
Carlyle Realty Partners VI, L.P.(a) | | | North America | | | | 150,860 | | | | 126,424 | |
Carlyle South America Buyout Fund, L.P.(a) | | | South America | | | | 3,251,850 | | | | 4,178,684 | |
Carlyle Strategic Partners II Coinvestment, L.P.(a)(b) | | | North America | | | | 234,541 | | | | 152,066 | |
Carlyle Strategic Partners II, L.P.(a)(b) | | | North America | | | | 4,307,082 | | | | 3,250,835 | |
Carlyle Strategic Partners III Coinvestment, L.P.(a)(b) | | | North America | | | | 236,440 | | | | 215,523 | |
Carlyle Strategic Partners III, L.P.(a) | | | North America | | | | 354,304 | | | | 393,220 | |
Carlyle U.S. Equity Opportunities Fund Coinvestment, L.P.(a) | | | North America | | | | 210,280 | | | | 338,144 | |
Carlyle U.S. Equity Opportunities Fund II Coinvestment, L.P.(a)(b) | | | North America | | | | 154,769 | | | | 171,041 | |
Carlyle U.S. Equity Opportunity Fund, L.P.(a) | | | North America | | | | 2,779,742 | | | | 2,843,848 | |
Carlyle U.S. Equity Opportunity Fund II, L.P.(a) | | | North America | | | | 1,607,572 | | | | 1,613,573 | |
Carlyle U.S. Growth Fund III, L.P.(a) | | | North America | | | | — | | | | 82,635 | |
Carlyle Venture Partners II Coinvestment, L.P.(a)(b) | | | North America | | | | 264,099 | | | | 109,475 | |
Carlyle Venture Partners III Coinvestment, L.P.(a)(b) | | | North America | | | | 130,476 | | | | 49,879 | |
Carlyle/Riverstone Global Energy & Power Fund III LP(a)(b) | | | North America | | | | 2,051,520 | | | | 615,039 | |
Cerberus Institutional Overseas III, Ltd.(a)(b) | | | North America | | | | — | | | | 67,621 | |
Cerberus Institutional Overseas IV, Ltd.(a)(b) | | | North America | | | | 1,621,148 | | | | 1,876,234 | |
Cerberus Institutional Partners III, L.P.(a)(b) | | | North America | | | | — | | | | 531,957 | |
Cerberus International SPV, Ltd. Class A(a)(b) | | | North America | | | | 2,093,370 | | | | 2,701,312 | |
Cerberus International SPV, Ltd. Class B-8(a)(b) | | | North America | | | | 404,256 | | | | 1,591,181 | |
Cerberus International, Ltd. Class A(a)(b) | | | North America | | | | 944,966 | | | | 1,234,975 | |
Euro Wagon II, L.P.(a) | | | Europe | | | | — | | | | 456,497 | |
Forward Ventures IV, L.P.(a)(b) | | | North America | | | | — | | | | 2,926,551 | |
Francisco Partners, LP(a)(b) | | | North America | | | | 83,973 | | | | 66,619 | |
Garrison Opportunity Fund II A LLC(a)(b) | | | North America | | | | 7,709,702 | | | | 9,858,382 | |
Garrison Opportunity Fund LLC - Series A(a)(b) | | | North America | | | | 15,529 | | | | 15,526 | |
Garrison Opportunity Fund LLC - Series C(a)(b) | | | North America | | | | 1,044 | | | | 2,899 | |
Harbinger Class L Holdings (Cayman), Ltd.(a)(b) | | | North America | | | | 148,676 | | | | 137,618 | |
Harbinger Class PE Holdings (Cayman), Ltd.(a)(b) | | | North America | | | | 619,493 | | | | 395,947 | |
Hummer Winblad Venture Partners V, L.P.(a)(b) | | | North America | | | | — | | | | 34,041 | |
JLL Partners Fund V, L.P.(a)(b) | | | North America | | | | 5,440,691 | | | | 6,321,642 | |
Laverne Buyer Holdings I, LLC(a)(b) | | | North America | | | | 1,992,332 | | | | 5,209,194 | |
Laverne Buyer Holdings II, LLC(a)(b) | | | North America | | | | 699,311 | | | | 2,047,438 | |
Laverne Buyer Holdings III, LLC(a)(b) | | | North America | | | | 7,098,214 | | | | 10,315,695 | |
Laverne Buyer Holdings IV, LLC(a)(b) | | | North America | | | | — | | | | 53,541 | |
Laverne Buyer Holdings V, LLC(a)(b) | | | North America | | | | 2,181,553 | | | | 3,742,331 | |
Madison Dearborn Capital Partners IV(a)(b) | | | North America | | | | 122,757 | | | | 147,132 | |
MENA Coinvestment, L.P.(a) | | | Middle East/North Africa | | | | 388,184 | | | | 246,533 | |
3
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019
Investment Funds (91.47%) (Continued) | | Geographic Region | | | Cost | | | Fair Value | |
Mexico Coinvestment, L.P.(a)(b) | | | North America | | | $ | 24 | | | $ | 1,751 | |
Neoma Private Equity Fund IV, L.P.(a)(b) | | | Middle East/North Africa | | | | 7,543,083 | | | | 4,266,992 | |
New Enterprise Associates 9, L.P.(a)(b) | | | North America | | | | 13,585 | | | | 67,520 | |
Newport Global Opportunities Fund, L.P.(a)(b) | | | North America | | | | 23,001,201 | | | | 20,557,309 | |
Passero 18, L.P.(a) | | | North America | | | | 19,731,325 | | | | 22,854,700 | |
PIMCO Bravo Fund Onshore Feeder I, L.P.(a)(b) | | | North America | | | | — | | | | 60,956 | |
PIMCO Bravo Fund, L.P.(a)(b) | | | North America | | | | — | | | | 480,883 | |
Riverside Micro-Cap Fund III, L.P.(a)(b) | | | North America | | | | 11,007,806 | | | | 14,469,856 | |
Riverstone Global Energy and Power Fund V, L.P.(a) | | | North America | | | | 17,381,823 | | | | 9,900,323 | |
Riverstone/Carlyle Global Energy & Power Fund IV, L.P.(a) | | | North America | | | | 8,235,563 | | | | 4,290,223 | |
Riverstone/Carlyle Renewable & Alternative Energy Fund II, L.P.(a) | | | North America | | | | 1,913,026 | | | | 2,005,902 | |
SCP Private Equity Fund I, L.P.(a)(b) | | | North America | | | | 334,070 | | | | 397,362 | |
SCP Real Assets Fund I, L.P.(a)(b) | | | North America | | | | 40,712 | | | | 53,530 | |
Sevin Rosen Fund VIII, L.P.(a)(b) | | | North America | | | | — | | | | 8,975 | |
Strategic Value Global Opportunities Feeder Fund 1-A, L.P.(a)(b) | | | North America | | | | 1,832,025 | | | | 3,923,535 | |
Strategic Value Global Opportunities Fund 1-A, L.P.(a)(b) | | | North America | | | | 122,510 | | | | 257,515 | |
Strategic Value Global Opportunities Master Fund, L.P.(a)(b) | | | North America | | | | — | | | | 74,928 | |
Strategic Value Special Situations Feeder Fund, LP(a)(b) | | | North America | | | | 3,203,390 | | | | 14,687,761 | |
Strategic Value Special Situations Fund, L.P.(a)(b) | | | North America | | | | 275,740 | | | | 1,231,578 | |
Styx International, Ltd. Series 1(a)(b) | | | North America | | | | 516,440 | | | | 586,148 | |
Styx International, Ltd. Series 4(a)(b) | | | North America | | | | 243,504 | | | | 276,372 | |
Styx International, Ltd. Series 5(a)(b) | | | North America | | | | 112,777 | | | | 128,000 | |
SVRF (Offshore) Holdings, Ltd.(a)(b) | | | North America | | | | 23,928 | | | | 28,272 | |
Varde Investment Partners, L.P.(a)(b) | | | North America | | | | — | | | | 273 | |
VIP I CF L.P.(a) | | | Europe | | | | 11,582,701 | | | | 11,503,130 | |
Warburg Pincus China, L.P.(a) | | | Asia/Pacific | | | | 7,312,985 | | | | 7,988,241 | |
Warburg Pincus Energy, L.P.(a) | | | North America | | | | 2,566,189 | | | | 3,240,392 | |
Warburg Pincus XI (Asia), L.P.(a)(b) | | | Asia/Pacific | | | | 46,368,850 | | | | 45,154,148 | |
Warrior Buyer Holdings, LLC(a)(b) | | | North America | | | | 41,272,923 | | | | 61,117,288 | |
WLR Recovery IV, L.P.(a)(b) | | | North America | | | | 2,079,342 | | | | 12,732,581 | |
Total Secondary Investments | | | 416,549,630 | | | | 440,264,179 | |
Total Investment Funds | | $ | 949,164,639 | | | $ | 1,017,644,969 | |
4
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019
Direct Investments (0.23%) | | Geographic Region | | | Shares/Par Value | | | Cost | | | Fair Value | |
Interlink Maritime Corp.(b)(c) | | | North America | | | | 80,000 | | | $ | 3,000,000 | | | $ | 2,526,596 | |
Total Direct Investments | | $ | 3,000,000 | | | $ | 2,526,596 | |
Short-Term Investments (10.45%) |
Money Market Funds (10.45%) | | | | | | | | | | | | |
Dreyfus Cash Management, Class I, 2.05%(d) | | $ | 14,824,693 | | | $ | 14,906,510 | |
Fidelity Institutional Prime Money Market Portfolio, Class I, 1.89%(d) | | | 38,118,240 | | | | 38,118,239 | |
Goldman Sachs Financial Square Money Market Fund, Class I, 2.11%(d) | | | 14,735,852 | | | | 14,906,510 | |
JPMorgan Prime Money Market Fund, Class I, 2.13%(d) | | | 14,827,913 | | | | 14,906,511 | |
Morgan Stanley Institutional Liquidity Fund, Class I, 1.82%(d) | | | 3,643,507 | | | | 3,643,507 | |
Wells Fargo Advantage Cash Investment Money Market Fund, Class Select, 1.94%(d) | | | 14,772,514 | | | | 14,906,511 | |
Wells Fargo Advantage Heritage Money Market Fund, Class Select, 1.95%(d) | | | 14,799,414 | | | | 14,906,511 | |
Total Money Market Funds | | | 115,722,133 | | | | 116,294,299 | |
Total Short-Term Investments | | $ | 115,722,133 | | | $ | 116,294,299 | |
| | | | | | | | | | | | |
Total Investments (102.15%) | | $ | 1,067,886,772 | | | $ | 1,136,465,864 | |
Liabilities in excess of other assets (-2.15%) | | | (23,888,747 | ) |
Net Assets (100.00%) | | $ | 1,112,577,117 | |
(a) | Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale. |
(b) | Non-income producing security. |
(c) | Level 3 securities fair valued under procedures established by the Board of Directors, represent 0.22% of Net Assets. The total value of these securities is $2,526,596. |
(d) | The rate shown is the annualized 7-day yield as of September 30, 2019. |
5
CPG Carlyle Commitments Master Fund, LLC
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019
Investments as of September 30, 2019
Private Equity Type | | Percent of Total Net Assets | |
Investment Funds | | | | |
Co-Investments | | | 15.96 | % |
Primary Investments | | | 35.94 | % |
Secondary Investments | | | 39.57 | % |
Total Investment Funds | | | 91.47 | % |
Direct Investments | | | 0.23 | % |
Short-Term Investments | | | | |
Money Market Fund | | | 10.45 | % |
Total Investments | | | 102.15 | % |
Liabilities in excess of other assets | | | (2.15 | %) |
Total Net Assets | | | 100.00 | % |
See accompanying Notes Consolidated to Financial Statements
6
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Assets and Liabilities (Unaudited)
September 30, 2019
Assets | | | | |
Investments, at fair value (Cost $1,067,886,772) | | $ | 1,136,465,864 | |
Receivable for distributions from Investment Funds | | | 96,936 | |
Interest receivable | | | 41,626 | |
Dividend receivable | | | 531,670 | |
Capital contributions receivable, due from Feeder | | | 5,311,300 | |
Prepaid expenses and other assets | | | 81,451 | |
Total Assets | | | 1,142,528,847 | |
| | | | |
Liabilities | | | | |
Payable for shares repurchased, due to Feeder | | | 25,004,245 | |
Payable for contributions to Investment Funds, not yet settled | | | 780,703 | |
Payable to Adviser | | | 3,397,815 | |
Professional fees payable | | | 217,056 | |
Accounting and administration fees payable | | | 550,610 | |
Accounts payable and other accrued expenses | | | 1,301 | |
Total Liabilities | | | 29,951,730 | |
Net Assets | | $ | 1,112,577,117 | |
| | | | |
Composition of Net Assets | | | | |
Paid-in capital | | $ | 790,454,003 | |
Total distributable earnings | | | 322,123,114 | |
Net Assets | | $ | 1,112,577,117 | |
See accompanying Notes to Consolidated Financial Statements
7
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Operations (Unaudited)
For the Period Ended September 30, 2019
Investment Income | | | | |
Dividend income | | $ | 6,211,180 | |
Interest income | | | 1,500,392 | |
Investment Income | | | 7,711,572 | |
| | | | |
Expenses | | | | |
Management fee | | | 6,770,185 | |
Accounting and administration fees | | | 550,610 | |
Professional fees | | | 392,692 | |
Directors’ and Officer fees | | | 55,550 | |
Custody fees | | | 33,274 | |
Insurance expense | | | 20,441 | |
Other fees | | | 101,228 | |
Net Expenses | | | 7,923,980 | |
| | | | |
NET INVESTMENT LOSS | | | (212,408 | ) |
| | | | |
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 | | | 5,654,917 | |
Foreign currency | | | (89,084 | ) |
Net change in unrealized appreciation/(depreciation) on: | | | | |
Investments | | | 11,057,754 | |
Foreign currency | | | (73 | ) |
Income tax expense | | | 42,754 | |
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities | | | 16,666,268 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 16,453,860 | |
See accompanying Notes to Consolidated Financial Statements
8
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statements of Changes in Net Assets
| | For the Six Months Ended September 30, 2019 (Unaudited) | | | For the Year Ended March 31, 2019 | |
Changes in Net Assets Resulting from Operations | | | | | | | | |
Net investment income/(loss) | | $ | (212,408 | ) | | $ | 15,129,276 | |
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 5,565,833 | | | | 33,405,171 | |
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes | | | 11,100,435 | | | | (3,506,098 | ) |
Net Change in Net Assets Resulting from Operations | | | 16,453,860 | | | | 45,028,349 | |
| | | | | | | | |
Change in Net Assets Resulting from Capital Transactions | | | | | | | | |
Capital contributions | | | 34,403,710 | | | | 76,354,288 | |
Capital withdrawals | | | (46,345,729 | ) | | | (58,252,501 | ) |
Net Change in Net Assets Resulting from Capital Transactions | | | (11,942,019 | ) | | | 18,101,787 | |
| | | | | | | | |
Total Net Increase in Net Assets | | | 4,511,841 | | | | 63,130,136 | |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 1,108,065,276 | | | | 1,044,935,140 | |
End of period | | $ | 1,112,577,117 | | | $ | 1,108,065,276 | |
See accompanying Notes to Consolidated Financial Statements
9
CPG Carlyle Commitments Master Fund, LLC
Consolidated Statement of Cash Flows (Unaudited)
For the Period Ended September 30, 2019
Cash Flows From Operating Activities | | | | |
Net increase in net assets resulting from operations | | $ | 16,453,860 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | | | | |
Net realized gain on investments | | | (5,654,917 | ) |
Net change in unrealized appreciation/(depreciation) on investments | | | (11,057,754 | ) |
Purchase of Investment Funds | | | (69,328,800 | ) |
Proceeds from sales of Investment Funds | | | 31,438,101 | |
Net sales of short-term investments | | | 30,470,044 | |
(Increase)/Decrease in assets: | | | | |
Receivable for distributions from Investment Funds | | | 6,976,856 | |
Interest receivable | | | 417,586 | |
Dividend receivable | | | (395,380 | ) |
Prepaid expenses and other assets | | | 21,026 | |
Increase/(Decrease) in liabilities: | | | | |
Payable to Adviser | | | (33,734 | ) |
Professional fees payable | | | 75,395 | |
Deferred tax liability | | | (1,834,618 | ) |
Accounting and administration fees payable | | | 384,169 | |
Accounts payable and other accrued expenses | | | (4,364 | ) |
Net Cash Used in Operating Activities | | | (2,072,530 | ) |
| | | | |
Cash Flows From Financing Activities | | | | |
Proceeds from capital contributions, including capital contributions received in advance | | | 27,216,119 | |
Payments for shares repurchased | | | (33,828,322 | ) |
Net Cash Provided by Financing Activities | | | (6,612,203 | ) |
| | | | |
Net change in cash | | | (8,684,733 | ) |
Cash, beginning of year* | | | 8,684,733 | |
Cash, end of year | | $ | — | |
* | Includes cash denominated in foreign currencies. |
See accompanying Notes to Consolidated Financial Statements
10
CPG Carlyle Commitments Master Fund, LLC
Consolidated Financial Highlights
| | For the Six Months Ended September 30, 2019 | | | For the Years Ended March 31, | |
| | (Unaudited) | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (in thousands) | | $ | 1,112,577 | | | $ | 1,108,065 | | | $ | 1,044,935 | | | $ | 954,287 | | | $ | 807,184 | | | $ | 624,480 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss) (1) | | | (0.01 | %)(2) | | | 1.38 | % | | | 0.38 | % | | | (0.32 | %) | | | (0.86 | %) | | | (1.02 | %) |
Gross Expenses (3) | | | 1.40 | %(2) | | | 1.36 | % | | | 1.37 | % | | | 1.44 | % | | | 1.38 | % | | | 1.39 | % |
Expense Recoupment/(Waiver) | | | — | %(2) | | | — | | | | — | | | | — | | | | — | | | | 0.05 | % |
Net Expenses (4) | | | 1.40 | %(2) | | | 1.36 | % | | | 1.37 | % | | | 1.44 | % | | | 1.38 | % | | | 1.44 | % |
Portfolio turnover rate | | | 2.15 | %(5) | | | 5.59 | % | | | 0.35 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % |
Total Return (6) | | | 1.47 | %(5) | | | 4.27 | % | | | 10.98 | % | | | 11.45 | % | | | 0.54 | % | | | 8.01 | % |
(1) | The ratios do not include investment income or expenses of the Investment Funds in which the Company invests. |
(2) | Annualized for periods less than one full year. |
(3) | Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Advisor. |
(4) | Included in the above ratio are other expenses of 0.20% as of September 30, 2019, 0.16% as of March 31, 2019, 0.17% as of March 31, 2018, 0.44% as of March 31, 2017, 0.18% as of March 31, 2016 and 0.24% as of March 31, 2015. |
(6) | Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
See accompanying Notes to Consolidated Financial Statements
11
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2019
CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Master Fund commenced operations on June 1, 2013. CPG TCG Acquisition Fund, LLC (“CPG TCG”), a wholly owned entity, is consolidated in the Master Fund’s financial statements. The Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. The Master Fund’s investment objective is to seek attractive long-term capital appreciation. The Master Fund seeks to achieve its investment objective by investing predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), co-investments (“Co-Investments”), and direct investments (“Direct Investments”) sponsored by, or affiliated with, The Carlyle Group L.P. and its affiliates (“Carlyle”), with an emphasis on private equity funds. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Fund’s private equity investments, therefore, generally will consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Fund’s net asset value.
Subject to the requirements of the 1940 Act, the business and affairs of the Master Fund shall be managed under the direction of the Master Fund’s Board of Directors (the “Board,” with an individual member referred to as a “Director”). The Board shall have the right, power and authority, on behalf of the Master Fund and in its name, to do all things necessary and proper to carry out its duties under the Master Fund’s Limited Liability Company Agreement (the “LLC Agreement”), as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Master Fund shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Master Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Master Fund and to the oversight of the Board. The Directors have engaged the Adviser to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Master Fund.
The Master Fund is a master investment portfolio in a master-feeder structure. CPG Carlyle Commitments Fund, LLC (the “Feeder Fund”) invests substantially all of its assets in the limited liability company interests (“Interests”) of the Master Fund. As of September 30, 2019, the Feeder Fund owns 100.00% of the Master Fund’s Interests with the Adviser owning an amount which 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.
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 financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
12
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
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. For the period ended September 30, 2019, the total income tax benefit of $42,754 is included in the Consolidated Statement of Operations. As of September 30, 2019, 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, 2019, the tax years from the year 2016 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, 2019, the Master Fund did not incur any interest or penalties.
Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Master Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Master Fund.
Short-Term Investments: Short-term investments represent investments in high quality money market instruments and money market mutual funds, and are recorded at net asset value per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.
Investment Transactions: The Master Fund accounts for realized gains and losses from its Investment Funds based upon the pro-rata ratio of the fair value and cost of the underlying investments at the date of redemption. Dividend and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds will be received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds 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.
13
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
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 Fund. CPG TCG is used when the Master Fund has determined that owning certain investment funds within a domestic limited partnership structure would not be beneficial. As of September 30, 2019 the total value of investment held in the subsidiary is $8,718,733, or approximately0.78% of the 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 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 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’ net asset value 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.
14
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
3. | PORTFOLIO VALUATION (continued) |
The Net Asset Value (“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 established by the Board. The Master Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Master Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Master Fund’s investments. The Committee meets on a monthly basis and reports to the Board on a quarterly basis. The Master Fund’s investments in Investment Funds are carried at fair value which generally represents the Master Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
The Master Fund may also make Direct Investments, which are interests in securities issued by operating companies and are typically made as investments alongside a private equity fund. With respect to valuation of Direct Investments, they are fair valued typically by reference to the valuation utilized by the corresponding private equity fund or with a third party valuation agent.
The following table represents the 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, 2019:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Primary Investments | | $ | — | | | $ | — | | | $ | — | | | | — | |
Secondary Investments | | | — | | | | — | | | | — | | | | — | |
Co-Investments | | | — | | | | ��� | | | | — | | | | — | |
Direct Investments | | | — | | | | — | | | | 2,526,596 | | | | 2,526,596 | |
Short-term investments | | | — | | | | 116,294,299 | | | | — | | | | 116,294,299 | |
Total | | $ | — | | | $ | 116,294,299 | | | $ | 2,526,596 | | | $ | 118,820,895 | |
The Master Fund held Investment Funds with a fair value of $1,017,644,969, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of September 30, 2019, as investments in Investment Funds valued at net asset value, as a “practical expedient”, are not required to be included in the fair value hierarchy.
15
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
3. | PORTFOLIO VALUATION (continued) |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | Direct Investments | | | Total | |
Balance as of April 1, 2019 | | $ | 2,466,596 | | | $ | 2,466,596 | |
Purchases | | | — | | | | — | |
Sales | | | — | | | | — | |
Realized Gain | | | — | | | | — | |
Change in Unrealized Appreciation | | | 60,000 | | | | 60,000 | |
Transfer In | | | — | | | | — | |
Transfers Out | | | — | | | | — | |
Balance as of September 30, 2019 | | $ | 2,526,596 | | | $ | 2,526,596 | |
The amount of the net unrealized appreciation for the period ended September 30, 2019 relating to investments in Level 3 assets still held as of September 30, 2019 is 60,000.
A listing of the unfunded commitments held by the Master Fund and their attributes, as of September 30, 2019, that qualify for these valuations are shown in the table below.
Investment Category | Investment Strategy | | Fair Value | | | Unfunded Commitments | | | Remaining Life* | | | Redemption Frequency* | | | Notice Period (In Days) | | | Redemption Restrictions Terms* | |
Buyout | Control investments in established companies with focus on small, mid, or large capitalization companies | | $ | 559,270,046 | | | $ | 544,300,710 | | | | Up to 10 years | | | | None | | | | N/A | | | | N/A | |
Growth Capital | Investments in established companies with strong growth characteristics | | | 245,856,566 | | | | 78,854,632 | | | | Up to 10 years | | | | None | | | | N/A | | | | N/A | |
Special Situations/ Other | Investments in mezzanine, distressed debt, energy/utility and turnarounds | | | 215,044,953 | | | | 106,000,706 | | | | Up to 10 years | | | | None | | | | N/A | | | | N/A | |
* | The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms. |
16
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
4. | RELATED PARTY TRANSACTIONS AND OTHER |
As of September 30, 2019, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.
The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Master Fund pays the Adviser a quarterly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the period ended September 30, 2019, the Adviser earned $6,770,185 of Management Fee which is included in the Consolidated Statement of Operations, of which $3,387,578 was payable as of September 30, 2019 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.
Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Master Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Master Fund for any amounts thereunder.
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s NAV; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of investors; directors’ fees; all costs with respect to communications to investors; transfer taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.
Effective January 1, 2019, each member of the Board who is not an “interested person” of the Master Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $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, 2019 was $36,285, which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.
During the period ended September 30, 2019, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $19,265, 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 Foreside Fund Services, LLC.
5. | ADMINISTRATION AND CUSTODIAN FEES |
ALPS Fund Services, Inc. serves as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. Prior to July 20, 2019, UMB Fund Services, Inc. served as administrator to the Master Fund. For their 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, 2019, the total administration fees were $550,610 which is included in Accounting and administration fees in the Consolidated Statement of Operations, all of which was payable as of September 30, 2019 and is included in Accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities.
17
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
For the period ended September 30, 2019, total purchases and total proceeds from redemptions or other dispositions of investments, excluding short-term investments, amounted to $69,328,800 and $21,445,109, respectively.
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; (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 Limited Liability Company agreement provides for any amount to be credited to or debited against the capital account of any investor, other than an amount to be credited to or debited against the capital accounts of all investors in accordance with their respective investment percentages.
8. | REPURCHASE OF INVESTORS’ INTERESTS |
Investors do not have the right to require the Master Fund to redeem their Interests or portion thereof. To provide a limited degree of liquidity to investors, the Master Fund may, from time to time, offer to repurchase Interests or portions thereof pursuant to written tenders by investors. Repurchases will be made at such times, in such amount and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Master Fund should offer to repurchase Interests, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Master Fund offer to repurchase Interests from investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Master Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date.
9. | CAPITAL CONTRIBUTIONS AND COMMITMENTS |
As of September 30, 2019, the Master Fund had outstanding investment commitments to Investment Funds totaling $729,156,048. Nine Investment Funds have commitments denominated in Euros and one Investment Fund has commitments denominated in Japanese Yen. As of September 30, 2019, the unfunded commitments for these Investment Funds totaled €125,567,404 and ¥568,635,295, respectively. As of September 30, 2019, the exchange rate used for the conversion was 1.0982 USD/EUR and 106.383 JPY/USD, respectively. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.
Under the Master Fund’s organizational documents, its officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In addition, in the ordinary course of business, the Master Fund may enter into contracts or agreements that contain indemnification or warranties. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred. However, based on experience, the Master Fund expects the risk of loss to be remote.
18
CPG Carlyle Commitments Master Fund, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019
The Master Fund maintains a credit facility (the “Facility”) 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 is payable monthly in arrears on the unused portion, while the interest rate charged on borrowings in the case of Eurodollar Rate Loans the ICE LIBOR Rate plus 2.00% and in the case of Prime Rate Loans the rate of interest per annum publicly announced or determined from time to time by Signature Bank as its prime rate in effect. For the period ended September 30, 2019, the Master Fund did not borrow under the Facility.
Subsequent events after September 30, 2019 have been evaluated through the date the financial statements were issued. During this period, capital contributions into the Master Fund for October 1, 2019 and November 1, 2019, equaled $5,311,300 and $2,818,995, respectively. There were no events or material transactions through the date the financial statements were issued.
19
CPG Carlyle Commitments Master Fund, LLC
Other Information (Unaudited)
September 30, 2019
Proxy Voting
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.
The Master Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Master Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Master Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
Disclosure of Portfolio Holdings: The Master Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (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 has replaced Form N-Q. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. The Fund’s previous Form N-Q and Form N-PORT filings include a complete schedule of the Master Fund’s portfolio holdings as of the end of those fiscal quarters. The Master Fund’s Form N-Q and Form N-PORT filings can be found free of charge on the SEC’s website athttp://www.sec.gov.
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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. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant’s nominating committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by the registrant’s management and by the registrant’s Investors who have sent to Nora M. Jordan, Esq., legal counsel for the Independent Directors, at c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the nominating committee. The nominating committee meets as is necessary or appropriate.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
ITEM 13. EXHIBITS.
(a)(1) 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) Not applicable.
(a)(4) 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 Master Fund, LLC | |
| | |
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | December 9, 2019 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
| Mitchell A. Tanzman | |
| (Principal Executive Officer) | |
| | |
Date | December 9, 2019 | |
| | |
By (Signature and Title)* | /s/ Michael Mascis | |
| Michael Mascis | |
| (Principal Financial Officer) | |
| | |
Date | December 9, 2019 | |
| * | Print the name and title of each signing officer under his or her signature. |