N-CSRS 1 fp0037487_ncsrs.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22763

 

CPG Carlyle Commitments Fund, LLC

(Exact name of registrant as specified in charter)

 

805 Third Avenue

New York, New York 10022

(Address of principal executive offices) (Zip code)

 

Mitchell A. Tanzman

c/o Central Park Advisers, LLC

805 Third Avenue

New York, NY 10022

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (212) 317-9200

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2018

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

The Report to Shareholders is attached herewith.

 

CPG Carlyle Commitments Fund, LLC

  

Financial Statements
(Unaudited)

 

For the Period from April 1, 2018
to September 30, 2018

 

(Including the Financial Statements of
CPG Carlyle Commitments Master Fund, LLC)

 

 

CPG Carlyle Commitments Fund, LLC

Table of Contents
For the Period from April 1, 2018 to September 30, 2018 (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 (unaudited)

13

Financial Statements of CPG Carlyle Commitments Master Fund, LLC*

Appendix A

 

*For a description of the Master Fund (as defined in Note 1), into which the Fund invests substantially all of its assets, please see the attached financial statements of the Master Fund, which should be read in conjunction with the financial statements of the Fund.

 

 

CPG Carlyle Commitments Fund, LLC

Statement of Assets and Liabilities (Unaudited)
September 30, 2018

 

 

Assets

       

Investment in CPG Carlyle Commitments Master Fund, LLC, at fair value (cost $807,321,561)

  $ 1,100,135,494  

Cash

    4,478,597  

Due from CPG Carlyle Commitments Master Fund, LLC

    10,002,771  

Prepaid expenses and other assets

    86,556  

Total Assets

    1,114,703,418  
         

Liabilities

       

Payable for shares repurchased

    10,002,771  

Capital contributions received in advance

    4,477,650  

Sub-placement agent fee payable

    1,083,913  

Professional fees payable

    145,308  

Transfer agent fees payable

    208,830  

Payable to Adviser

    9,756  

Accounting and administration fees payable

    7,885  

Accounts payable and other accrued expenses

    34,597  

Total Liabilities

    15,970,710  

Net Assets

  $ 1,098,732,708  
         

Composition of Net Assets:

       

Paid-in capital

  $ 1,070,554,812  

Total distributable earnings

    28,177,896  

Net Assets

  $ 1,098,732,708  
         

Net Assets Attributable to:

       

Class A Units

  $ 729,289,307  

Class I Units

    369,443,401  
    $ 1,098,732,708  

Units of Beneficial Interest Outstanding (Unlimited Number of Units Authorized):

       

Class A Units

    56,492,150  

Class I Units

    13,551,291  
      70,043,441  

Net Asset Value per Unit:

       

Class A Units*

  $ 12.91  

Class I Units

  $ 27.26  

 

*

Class A Unit Investors may be charged a sales load (“placement fee”) up to a maximum of 3.50% on the amount they invest.

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

1

 

 

CPG Carlyle Commitments Fund, LLC

Statement of Operations (Unaudited)
For the Period Ended September 30, 2018

 

 

Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC

       

Dividend income

  $ 11,203,883  

Interest income

    4,190,761  

Expenses

    (7,333,618 )

Net Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC

    8,061,026  
         

Fund Expenses

       

Sub-placement agent fee

    2,171,344  

Transfer agent fees

    431,034  

Professional fees

    192,548  

Directors' and Officer fees

    55,750  

Accounting and administration fees

    15,750  

Other fees

    49,302  

Net Fund Expenses

    2,915,728  
         

Net Investment Gain

    5,145,298  
         

Net Realized Gain and Change in Unrealized Depreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities Allocated from CPG Carlyle Commitments Master Fund, LLC

       

Net realized gain from:

       

Investments and other foreign currency denominated assets and liabilities, net of income taxes

    20,730,831  

Net change in unrealized depreciation on:

       

Investments and other foreign currency denominated assets and liabilities, net of income taxes

    3,381,187  

Net Realized Gain and Change in Unrealized Depreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities Allocated from CPG Carlyle Commitments Master Fund, LLC

    24,112,018  
         

Net Increase in Net Assets Resulting from Operations

  $ 29,257,316  

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

2

 

 

CPG Carlyle Commitments Fund, LLC

Statements of Changes in Net Assets

 

 

 

 

For the
Period Ended
September 30, 2018
(Unaudited)

   

Year Ended
March 31, 2018

 

Changes in Net Assets Resulting from Operations

               

Net investment income (loss), net of income taxes

  $ 5,145,298     $ (1,944,893 )

Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes

    20,730,831       102,820,409  

Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes

    3,381,187       (947,953 )

Net Change in Net Assets Resulting from Operations

    29,257,316       99,927,563  
                 

Distributions to investors

               

Distributions1

               

Class A Units

             

Class I Units

             

Net Change in Net Assets from Distributions to Investors

             

From net realized gains

               

Class A Units

            (89,716,255 )

Class I Units

            (39,312,099 )

Net Change in Net Assets from Distributions to Investors

            (129,028,354 )
                 

Change in Net Assets Resulting from Capital Transactions

               

Class A Units

               

Capital contributions

    13,817,678       12,353,386  

Reinvested distributions

          84,091,812  

Capital withdrawals

    (15,858,315 )     (42,743,074 )

Total Class A Units Transactions

    (2,040,637 )     53,702,124  
                 

Class I Units

               

Capital contributions

    35,387,226       51,396,302  

Reinvested distributions

          36,852,342  

Capital withdrawals

    (7,272,548 )     (22,092,765 )

Total Class I Units Transactions

    28,114,678       66,155,879  

Net Change in Net Assets Resulting from Capital Transactions

    26,074,041       119,858,003  
                 

Total Net Increase in Net Assets

    55,331,357       90,757,212  
                 

Net Assets

               

Beginning of year

    1,043,401,351       952,644,139  

End of year/period2

  $ 1,098,732,708     $ 1,043,401,351  

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

3

 

 

CPG Carlyle Commitments Fund, LLC

Statements of Changes in Net Assets (Continued)

 

 

 

 

For the
Period Ended
September 30, 2018
(Unaudited)

   

Year Ended
March 31, 2018

 

Unit Activity

               

Class A Units

               

Capital contributions

    1,064,215       931,680  

Reinvested distributions

          6,794,529  

Capital withdrawals

    (1,232,220 )     (3,210,978 )

Net Change in Class A Units Outstanding

    (168,005 )     4,515,231  
                 

Class I Units

               

Capital contributions

    1,310,628       1,865,516  

Reinvested distributions

          1,416,951  

Capital withdrawals

    (267,999 )     (787,398 )

Net Change in Class I Units Outstanding

    1,042,629       2,495,069  
                 

Total Change in Units Outstanding

    874,624       7,010,300  

 

1

The SEC eliminated the requirement to disclose components of distributions paid to shareholders in 2018.

 

2

End of year net assets includes accumulated undistributed net investment loss of $2,844,169 for the year ended March 31, 2018. The SEC eliminated the requirement to disclose undistributed net investment income in 2018.

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

4

 

 

CPG Carlyle Commitments Fund, LLC

Statement of Cash Flows (Unaudited)
For the Period Ended September 30, 2018

 

 

Cash Flows From Operating Activities

       

Net increase in net assets from operations

  $ 29,257,316  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

       

Net investment income allocated from CPG Carlyle Commitments Master Fund, LLC

    (8,061,026 )

Net realized gain on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes

    (20,730,831 )

Net change in unrealized depreciation on investments and other foreign currency allocated from CPG Carlyle Commitments Master Fund, LLC, net of income taxes

    (3,381,187 )

Purchases of interests in CPG Carlyle Commitments Master Fund, LLC

    (49,204,904 )

Sales of interests in CPG Carlyle Commitments Master Fund, LLC

    26,177,437  

Increase/(Decrease) in Assets:

       

Due from CPG Carlyle Commitments Master Fund, LLC

    1,190,171  

Prepaid expenses and other assets

    (44,487 )

Increase/(Decrease) in Liabilities:

       

Payable to Adviser

    (25,191 )

Sub-placement agent fee payable

    491  

Transfer agent fees payable

    3,907  

Professional fees payable

    (82,037 )

Accounts payable and other accrued expenses

    26,044  

Net Cash Used in Operating Activities

    (24,874,297 )
         

Cash Flows from Financing Activities

       

Proceeds from capital contributions, including capital contributions received in advance

    49,100,138  

Payments for shares repurchased, net of increase in payable for shares repurchased

    (24,329,660 )

Net Cash Provided by Financing Activities

    24,770,478  
         

Net change in Cash

    (103,819 )

Cash at beginning of year

    4,582,416  

Cash at end of period

  $ 4,478,597  

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

5

 

 

CPG Carlyle Commitments Fund, LLC

Financial Highlights
Class A Units

 

 

Per Unit Data and Ratios for a Unit of Beneficial Interest Outstanding Throughout the Year/Period

 

   

For the
Period Ended
September 30,
2018

   



For the Years Ended March 31

   

Period from
June 1, 2013
*
to

 

 

 

(Unaudited)

   

2018

   

2017

   

2016

   

2015

   

March 31, 2014

 

Per Unit Operating Performance:

                                       

Net Asset Value, beginning of year/period

  $ 12.57     $ 13.03     $ 13.00     $ 13.96     $ 13.81     $ 12.00  

Activity from investment operations:(1)

                                               

Net investment loss

    0.05       (0.02 )     (0.11 )     (0.14 )     (0.16 )     (0.14 )

Net realized and unrealized gain on investments

    0.29       1.32       1.42       0.10       1.09       1.98  

Total from investment operations

    0.34       1.30       1.31       (0.04 )     0.93       1.84  
                                                 

Distributions to investors

                                               

From net realized gains

          (1.76 )     (1.28 )     (0.92 )     (0.78 )     (0.03 )

Total distributions to investors

          (1.76 )     (1.28 )     (0.92 )     (0.78 )     (0.03 )
                                                 

Net Asset Value, end of year/period

  $ 12.91     $ 12.57     $ 13.03     $ 13.00     $ 13.96     $ 13.81  
                                                 

Net Assets, end of year/period (in thousands)

  $ 729,289     $ 712,303     $ 679,521     $ 600,847     $ 477,860     $ 231,901  
                                                 

Ratios/Supplemental Data:

                                               

Net investment loss

    (0.74 %)(2)     (0.38 %)     (1.16 %)     (1.71 %)     (1.89 %)     (2.27 %)(2)

Gross Expenses (3)

    2.10 %(2)     2.13 %     2.27 %     2.23 %     2.15 %     3.23 %(2)

Expense Recoupment/(Waiver)

     (2)                       0.15 %     (0.65 %)(2)

Net Expenses (4)

    2.10 %(2)     2.13 %     2.27 %     2.23 %     2.30 %     2.58 %(2)

Portfolio Turnover Rate (Master Fund)

    0.00 %(5)     0.35 %     0.00 %     0.00 %     0.00 %     0.00 %(5)

Total Return (6)

    2.69 %(5)     8.48 %     10.57 %     (0.32 %)     7.05 %     15.31 %(5)

 

*Commencement of operations.
  
(1)Selected data is for a single unit outstanding throughout the year/period.
  
(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 Adviser.
  
(4)Included in the above ratio are other expenses of 0.30% as of September 30, 2018, 0.33% as of March 31, 2018, 0.47% as of March 31, 2017, 0.49% as of March 31, 2016, 0.50% as of March 31, 2015 and 0.76% as of March 31, 2014.
  
(5)Not annualized.
  
(6)Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

6

 

 

CPG Carlyle Commitments Fund, LLC

Financial Highlights
Class I Units

 

 

Per Unit Data and Ratios for a Unit of Beneficial Interest Outstanding Throughout the Year/Period

 

   

For the
Period Ended
September 30,
2018

   



For the Years Ended March 31

   

Period from
July 1, 2013
*
to

 

 

 

(Unaudited)

   

2018

   

2017

   

2016

   

2015

   

March 31, 2014

 

Per Unit Operating Performance:

                                       

Net Asset Value, beginning of year/period

  $ 26.47     $ 27.28     $ 27.06     $ 28.88     $ 28.38     $ 25.00  

Activity from investment operations:(1)

                                               

Net investment income (loss)

    0.19       0.09       (0.09 )     (0.17 )     (0.10 )     (0.15 )

Net realized gain and unrealized appreciation on investments

    0.60       2.80       2.99       0.27       2.22       3.56  

Total from investment operations

    0.79       2.89       2.90       0.10       2.12       3.41  
                                                 

Distributions to investors

                                               

From net realized gains

          (3.70 )     (2.68 )     (1.92 )     (1.62 )     (0.03 )

Total distributions to investors

          (3.70 )     (2.68 )     (1.92 )     (1.62 )     (0.03 )
                                                 

Net Asset Value, end of year/period

  $ 27.26     $ 26.47     $ 27.28     $ 27.06     $ 28.88     $ 28.38  
                                                 

Net Assets, end of year/period (in thousands)

  $ 369,443     $ 331,098     $ 273,123     $ 205,141     $ 145,778     $ 44,548  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income (loss)

    1.37 %(2)     0.24 %     (0.54 %)     (1.11 %)     (1.28 %)     (1.64 %)(2)

Gross Expenses (3)

    1.50 %(2)     1.53 %     1.67 %     1.63 %     1.55 %     2.47 %(2)

Expense Recoupment/(Waiver)

     (2)                       0.15 %     (0.49 %)(2)

Net Expenses (4)

    1.50 %(2)     1.53 %     1.67 %     1.63 %     1.70 %     1.98 %(2)

Portfolio Turnover Rate (Master Fund)

    0.00 %(5)     0.35 %     0.00 %     0.00 %     0.00 %     0.00 %(5)

Total Return (6)

    3.00 %(5)     9.13 %     11.23 %     0.28 %     7.70 %     13.65 %(5)

 

*Commencement of operations.
  
(1)Selected data is for a single unit outstanding throughout the year/period.
  
(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 Adviser.
  
(4)Included in the above ratio are other expenses of 0.30% as of September 30, 2018, 0.33% as of March 31, 2018, 0.47% as of March 31, 2017, 0.49% as of March 31, 2016, 0.50% as of March 31, 2015 and 0.76% as of March 31, 2014.
  
(5)Not annualized.
  
(6)Total return based on per unit net asset value reflects the change in net asset value based on the effects of the performance of the Fund during the period and assumes distributions, if any, were reinvested. Total returns shown exclude the effect of applicable sales charges and redemption fees.

 

See accompanying notes to financial statements and attached financial statements of CPG Carlyle Commitments Master Fund, LLC.

 

7

 

 

CPG Carlyle Commitments Fund, LLC

Notes to Financial Statements (Unaudited)
September 30, 2018

 

 

1.

ORGANIZATION

 

CPG Carlyle Commitments Fund, LLC (the “Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Fund commenced operations on June 1, 2013. The Fund’s investment objective is to seek attractive long-term capital appreciation. In pursuing its investment objective, the Fund intends to invest substantially all of its assets in limited liability company interests (“Interests”) in CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”), a limited liability company organized under the laws of the State of Delaware, which is also registered under the 1940 Act. The Master Fund expects to invest predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), co-investments and direct investments (“Direct Investments”) sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates (“Carlyle”) with an emphasis on private equity funds as more fully described in the Confidential Memorandum as amended from time to time. The Fund’s and Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended.

 

Subject to the requirements of the 1940 Act, the business and affairs of the Fund shall be managed under the direction of the Fund’s Board of Directors (the “Board,” with an individual member referred to as a “Director”). The Board shall have the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out its duties under the Fund’s Limited Liability Company Agreement, as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Fund shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Fund and to the oversight of the Board. The Directors have engaged the Adviser to be responsible for the day-to-day management of the Fund.

 

As of September 30, 2018, the Fund owned 100.00% of the Interests in the Master Fund with the Adviser owning an amount which 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, Class A Units and Class I Units, which differ in their respective sales load (the “Placement Fee”) and Sub-Placement Agent Fee (as defined below). Each class of Units may be purchased as of the first business day of each month based upon their respective then current net asset values. Class A Unit Investors may be charged a Placement Fee up to a maximum of 3.50% on the amount they invest. No placement fee will be charged on purchases of Class I Units. Class A Units are subject to an ongoing fee (the “Sub-Placement Agent Fee”) at an annualized rate of 0.60% of the aggregate net assets of the Fund attributable to Class A Units. Class I Units are not subject to the Sub-Placement Agent Fee.

 

The Fund’s financial statements should be read in conjunction with the Master Fund’s financial statements, which are included as Appendix A.

 

8

 

 

CPG Carlyle Commitments Fund, LLC

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Federal Tax Information: It is the Fund’s policy to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply with the provisions of the Code applicable to RICs and to distribute to its investors substantially all of its distributable net investment income and net realized gain on investments. In addition, the Fund intends to make distributions to avoid excise taxes. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.

 

The Fund has adopted a tax year end of September 30 (“Tax Year”). As such, the Fund’s tax basis capital gains and losses will only be determined at the end of each Tax Year. Accordingly, tax basis distributions made during the 12 month period ended March 31, 2019, but after the Tax Year ended September 30, 2018 will be reflected in the financial statement footnotes for the fiscal year ended March 31, 2019.

 

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. Tax years 2018, 2017 and 2016 remain subject to examination by the U.S. taxing authorities. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended September 30, 2018, the Fund did not incur any interest or penalties.

 

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of the federal income and excise tax provisions impacting RICs, including simplification provisions on asset diversification and qualifying income tests, provisions aimed at preserving the character of the distributions made by the RIC and coordination of the income and excise tax distribution requirements, and provisions for allowing unlimited years carryforward for capital losses.

 

The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gains or loss items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

 

There were no distributions paid for the period ended September 30, 2018.

 

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.

 

9

 

 

CPG Carlyle Commitments Fund, LLC

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Dividends and distributions to unit holders: Dividends from net investment income, if any, are declared and paid annually. Distributable net realized capital gains, if any, are declared and distributed annually. The Fund records dividends and distributions to its unit holders on ex-dividend date. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These “book/tax” differences are considered either temporary (e.g., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification. Any such reclassifications will have no effect on net assets, results of operations, or net asset value per Unit of the Fund.

 

Multiple Classes of Units: All Investors bear the common expenses of the Fund. Dividends are declared separately for each class. Income, non-class specific expenses and realized and unrealized gains and losses are allocated monthly to each class of Units based on the value of total Units outstanding of each class, without distinction between Unit classes. Expenses attributable to a particular class of Units, such as Sub-Placement Agent Fee, are allocated directly to that class.

 

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments: The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities.

 

3. RELATED PARTY TRANSACTIONS AND OTHER

 

During the period ended September 30, 2018, the Adviser was due $9,756 for expense payments made on behalf of the Fund and it is included in Payable to Adviser in the Statement of Assets and Liabilities.

 

Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Fund for any amounts thereunder.

 

Effective January 1, 2017, each member of the Board who is not an “interested person” of the Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $14,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Fund related to Independent Directors for the period ended September 30, 2018 were $42,000, which is included in Directors’ and Officer fees in the Statement of Operations.

 

During the period ended September 30, 2018, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $13,750 which is included in the Directors’ and Officer fees in the Statement of Operations.

 

Certain Officers and Directors of the Fund are also Officers of the Adviser and are registered representatives of Foreside Fund Services, LLC.

 

 

10

 

 

CPG Carlyle Commitments Fund, LLC

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

4. ADMINISTRATION, CUSTODIAN FEES AND DISTRIBUTION

 

UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2018, the total administration fees were $15,750 which is included as accounting and administration fees in the Statement of Operations, of which $7,885 was payable and is included as accounting and administration fees payable in the Statement of Assets and Liabilities at September 30, 2018.

 

The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Fund.

 

Foreside Fund Services, LLC (the “Placement Agent”) acts as the placement agent of the Fund’s Units. Under the terms of the Placement Agent Agreement, the Placement Agent is authorized to retain sub-placement agents for distribution services and to provide related sales support services to Investors. The Fund pays a quarterly Sub-Placement Agent Fee out of the net assets of Class A Units at the annual rate of 0.60% of the aggregate net asset value of Class A Units, determined and accrued as of the last day of each calendar month (before any repurchases of Class A Units). The Sub-Placement Agent Fee is charged on an aggregate class-wide basis, and Investors in Class A Units will be subject to the Sub-Placement Agent Fee regardless of how long they have held their Class A Units. The Sub-Placement Agent Fee is paid to the Placement Agent to reimburse it for payments made to sub-placement agents. Payment of the Sub-Placement Agent Fee is governed by the Fund’s Distribution Plan, which was adopted by the Fund, pursuant to the conditions of the exemptive order issued by the Securities and Exchange Commission (“SEC”), with respect to Class A Units in compliance with Rule 12b-1 under the 1940 Act. For the period ended September 30, 2018, the total Sub-Placement Agent Fee was $2,171,344, of which $1,083,913 was payable at September 30, 2018.

 

5. REPURCHASE OF UNITS

 

Investors do not have the right to require the Fund to redeem their Units. To provide a limited degree of liquidity to Investors, the Fund may, from time to time, offer to repurchase Units pursuant to written tenders by Investors. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Fund offer to repurchase Units from Investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date. Since all or substantially all of the Fund’s assets will be invested in the Master Fund, the Fund does not expect to conduct a repurchase offer of Units unless the Master Fund contemporaneously conducts a repurchase offer of its interests.

 

A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from an Investor at any time prior to the day immediately preceding the first anniversary of the Investor’s purchase of such Units. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining investors.

 

6. INDEMNIFICATION

 

Under the Fund’s organizational documents, its officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnification or warranties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

11

 

 

CPG Carlyle Commitments Fund, LLC

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

7. SUBSEQUENT EVENTS

 

Subsequent events after September 30, 2018 have been evaluated through the date the financial statements were issued. Subscriptions into the Fund for October 1, 2018 and November 1, 2018, equaled $621,854 and $884,100 for Class A Units and $3,220,000 and $2,704,526 for Class I Units, respectively.

 

12

 

 

CPG Carlyle Commitments Fund, LLC

Other Information (Unaudited)
September 30, 2018

 

 

Proxy Voting

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.

 

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Fund’s first and third fiscal quarters of each fiscal year. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Fund’s portfolio holdings as of the end of those fiscal quarters. The Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).

 

13

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Statements
(Unaudited)

 

For the Period from April 1, 2018
to September 30, 2018

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Table of Contents
For the Period Ended April 1, 2018 to September 30, 2018 (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

Consolidated Notes to Financial Statements

12-19

Other Information (unaudited)

20

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)
September 30, 2018

 

 

Investment Funds — 75.38%

 

Geographic
Region

   

Cost

   

Fair
Value

 

Co-Investments — 15.61%

                       

Carlyle Beacon Partners, L.P. a,b

    Asia/Pacific     $ 10,236,671     $ 9,900,000  

Carlyle Eagle Coinvestment, L.P. a,b

    North America       9,045,894       9,506,015  

Carlyle ECI Coinvestment, L.P. a,b

    North America       501,565       820,984  

Carlyle Fourmi Co-Investment, L.P. a,b

    Asia/Pacific       15,391,246       13,641,630  

Carlyle Havasu Coinvestment, L.P. a,b

    North America       7,235,350       6,503,686  

Carlyle Interlink Coinvestment, L.P. a,b

    North America       3,020,856       2,344,117  

Carlyle Mars Partners, L.P. a,b

    Asia/Pacific       3,085,913       2,407,270  

Carlyle PIB Coinvestment, L.P. a,b

    Europe       17,298,291       20,829,732  

Carlyle RDSL Coinvestment, L.P. a,b

    South America       13,609,511       18,819,264  

Carlyle Sapphire Partners, L.P. a,b

    North America       9,180,000       9,493,654  

Carlyle Thunder Coinvestment, L.P. a,b

    North America       5,034,925       4,812,032  

CEMOF II Master Co-Investment Partners, L.P. a

    North America       12,038,734       13,086,676  

CSP III Canaveral Co-investment (Cayman), L.P. a,b

    North America       4,215,561       3,249,320  

CSP III Magellan Co-investment (Cayman), L.P. a,b

    North America       4,519,908       3,498,679  

Nash Coinvestment, L.P. a

    Africa       8,716,970       14,395,046  

Neptune Coinvestment, L.P. a,b

    Europe       9,237,998       14,700,138  

Reciprocal Capital Holdings LLC a,b

    Asia/Pacific       13,878,584       21,680,773  

Ripley Cable Holdings I, L.P. a,b

    Asia/Pacific             84,948  

Riverstone Fieldwood Partners, L.P. a,b

    North America       8,225,878       1,971,470  

Total Co-Investments

    154,473,855       171,745,434  
                         

Primary Investments — 23.54%

                       

AlpInvest Co-Investment Fund (Onshore) VII, L.P. a

    North America       10,978,253       10,587,069  

Carlyle Asia Growth Partners V, L.P. a,b

    Asia/Pacific       5,924,637       6,186,748  

Carlyle Asia Partners IV, L.P. a

    Asia/Pacific       58,012,482       64,342,077  

Carlyle Asia Partners V, L.P. a,b

    Asia/Pacific             (732,058 )

Carlyle Europe Technology Partners III, L.P. a,b

    Europe       17,039,338       18,451,769  

Carlyle Global Financial Services Partners II, L.P. a

    Global       30,095,504       31,373,048  

Carlyle Global Financial Services Partners III, L.P. a,b

    Global       4,017,114       3,762,754  

Carlyle International Energy Partners, L.P. a

    Global       17,683,608       22,071,389  

Carlyle Partners VI, L.P. a

    North America       17,670,311       19,183,448  

Carlyle Partners VII, L.P. a,b

    North America             (2,290,411 )

Carlyle Strategic Partners III, L.P. a

    North America       6,738,025       6,261,854  

Carlyle Structured Credit Fund, L.P. a

    North America       9,913,939       9,824,049  

Golub Capital Partners 10, L.P. a

    North America       25,500,000       25,969,494  

JLL Partners Fund VII, L.P. a,b

    North America       15,401,789       18,807,532  

TCG BDC, Inc. a

    North America       27,178,493       25,151,006  

Total Primary Investments

    246,153,493       258,949,768  

 

 

1

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2018

 

 

Investment Funds — 75.38% (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

Secondary Investments — 36.23%

                       

Aberdeen Venture Partners IV, L.P. a

    North America     $     $ 477,403  

Abraaj Private Equity Fund IV L.P. a

    Middle East/North Africa       7,543,083       6,428,900  

Audax Private Equity Fund, L.P. a,b

    North America             7,090  

BlueCrest Strategic Limited a,b

    North America       154,513       120,650  

Brazil Buyout Coinvestment, L.P. a,b

    South America       135,043       95,409  

Caliburn Strategic Fund a,b

    Europe       369,280       543,323  

Canyon Distressed Opportunity Fund (Cayman), L.P. a,b

    North America             72,413  

Canyon Distressed Opportunity Fund (Delaware), L.P. a,b

    North America             646,877  

Carlyle Asia Growth Partners III, L.P. a,b

    Asia/Pacific       1,886,007       495,213  

Carlyle Asia Growth Partners III Coinvestment, L.P. a,b

    Asia/Pacific       313       56,057  

Carlyle Asia Growth Partners IV, L.P. a,b

    Asia/Pacific       25,653,813       14,196,137  

Carlyle Asia Growth Partners IV Coinvestment, L.P. a,b

    Asia/Pacific       468,572       120,050  

Carlyle Asia Partners II, L.P. a,b

    Asia/Pacific       127,119       212,859  

Carlyle Asia Partners II Coinvestment, L.P. a,b

    Asia/Pacific       472,581       374,134  

Carlyle Asia Partners III, L.P. a

    Asia/Pacific       3,991,065       6,484,672  

Carlyle Asia Partners III Coinvestment, L.P. a

    Asia/Pacific       905,882       495,911  

Carlyle Asia Partners IV, L.P. a

    Asia/Pacific       2,244,140       2,144,517  

Carlyle Asia Structured Credit Opportunities Fund, L.P. a

    Asia/Pacific       5,638,460       6,080,798  

Carlyle Cardinal Ireland Fund, L.P. a,b

    Europe       361,198       375,188  

Carlyle Energy Mezzanine Opportunities Fund, L.P. a

    North America       7,118,960       6,025,890  

Carlyle Europe Partners II, L.P. a,b

    Europe       2,890,747       367,186  

Carlyle Europe Partners II Coinvestment, L.P. a

    Europe       748,574       92,512  

Carlyle Europe Partners II Investment Holdings, L.P. - Ensus II a,b

    Europe       179,992       98,176  

Carlyle Europe Partners III, L.P. a,b

    Europe       4,765,378       3,760,283  

Carlyle Europe Partners III Investment Holdings, L.P. a,b

    Europe       3,851,285       1,090,492  

Carlyle Europe Partners IV, L.P. a

    Europe       811,314       900,962  

Carlyle Europe Technology Partners Coinvestment, L.P. a,b

    Europe             30  

Carlyle Europe Technology Partners II Coinvestment, L.P. a,b

    Europe       213,596       46,679  

Carlyle Global Financial Services Partners, L.P. a,b

    Global       6,680,003       5,513,453  

Carlyle Global Financial Services Partners Coinvestment, L.P. a,b

    Global       231,812       54,822  

Carlyle Global Financial Services Partners II, L.P. a

    Global       6,767,528       7,163,380  

Carlyle Global Financial Services Partners II Coinvestment, L.P. a,b

    Global             83  

Carlyle Infrastructure Partners, L.P. a

    North America       4,172,866       3,259,449  

Carlyle International Energy Partners, L.P. a

    Global       4,512,025       5,149,992  

Carlyle Japan Partners II, L.P. a,b

    Asia/Pacific       920,356       2,200,334  

Carlyle Japan Partners II Coinvestment, L.P. a,b

    Asia/Pacific       854,948       180,636  

Carlyle MENA Partners, L.P. a,b

    Middle East/North Africa       375,892       375,575  

Carlyle Mezzanine Partners II, L.P. a,b

    North America       7,364,447       2,331,256  

Carlyle Partners IV, L.P. a,b

    North America             1,098,317  

Carlyle Partners IV Coinvestment, L.P. a,b

    North America       674,236       313,233  

 

2

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2018

 

 

Investment Funds — 75.38% (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

Carlyle Partners V, L.P. a

    North America     $ 36,442,966     $ 39,726,448  

Carlyle Partners V Coinvestment, L.P. a,b

    North America       5,265,958       1,386,477  

Carlyle Partners V Coinvestment (Cayman), L.P. a,b

    North America       1,450,360       434,375  

Carlyle Partners VI, L.P. a

    North America       22,220,234       26,622,616  

Carlyle Partners VI Coinvestment A (Cayman), L.P. a,b

    North America       221,271       291,684  

Carlyle Realty Partners V, L.P. a,b

    North America       1,691,839       1,881,940  

Carlyle Realty Partners VI, L.P. a

    North America       176,225       184,046  

Carlyle/Riverstone Global Energy and Power Fund II, L.P. a,b

    North America       482,561       8,511  

Carlyle/Riverstone Global Energy and Power Fund III, L.P. a,b

    North America       2,400,519       861,356  

Carlyle South America Buyout Fund, L.P. a

    South America       3,757,848       4,324,630  

Carlyle Strategic Partners II, L.P. a,b

    North America       4,169,819       1,862,067  

Carlyle Strategic Partners II Coinvestment, L.P. a,b

    North America       691,977       303,493  

Carlyle Strategic Partners III, L.P. a

    North America       348,904       447,275  

Carlyle Strategic Partners III Coinvestment, L.P. a,b

    North America       229,183       214,399  

Carlyle U.S. Equity Opportunity Fund a

    North America       2,748,333       2,775,564  

Carlyle U.S. Equity Opportunity Fund II, L.P. a

    North America       1,192,423       1,317,033  

Carlyle U.S. Equity Opportunity Fund Coinvestment, L.P. a

    North America       83,226       48,076  

Carlyle Venture Partners II Coinvestment, L.P. a,b

    North America       260,145       423,633  

Carlyle Venture Partners III Coinvestment, L.P. a,b

    North America       130,042       40,264  

Cerberus Asia Partners, L.P. Series Two a,b

    Asia/Pacific             72,473  

Cerberus Institutional Overseas III, Ltd. a,b

    North America             133,075  

Cerberus Institutional Overseas IV, Ltd. a,b

    North America       1,940,819       2,221,317  

Cerberus Institutional Partners III, L.P. a,b

    North America             870,380  

Cerberus International, Ltd. Class A a,b

    North America       1,411,251       1,603,767  

Cerberus International SPV, Ltd. Class A a,b

    North America       3,182,694       3,639,701  

Cerberus International SPV, Ltd. Class B-8 a,b

    North America       1,048,287       2,144,326  

ComVentures V, L.P. a,b

    North America       19,481       17,880  

Euro Wagon II, L.P. a

    Europe             168,083  

Francisco Partners, LP a,b

    North America       83,973       41,957  

Garrison Opportunity Fund II A LLC a,b

    North America       8,348,976       11,344,577  

Garrison Opportunity Fund LLC - Series A a,b

    North America       28,475       25,149  

Garrison Opportunity Fund LLC - Series C a,b

    North America       12,064       8,405  

Harbinger Class L Holdings (Cayman), Ltd. a,b

    North America       148,676       117,427  

Harbinger Class PE Holdings (Cayman), Ltd. a,b

    North America       619,493       483,725  

JLL Partners Fund V, L.P. a,b

    North America       5,437,358       5,682,126  

Laverne Buyer Holdings I, LLC a,b

    North America       1,985,614       4,398,132  

Laverne Buyer Holdings II, LLC a,b

    North America       696,765       1,742,400  

Laverne Buyer Holdings III, LLC a,b

    North America       7,045,427       10,067,524  

Laverne Buyer Holdings IV, LLC a,b

    North America       2,813,658       14,934,595  

Laverne Buyer Holdings V, LLC a,b

    North America       2,163,134       2,524,057  

LSVP VI Trust a,b

    North America             22,509  

Madison Dearborn Capital Partners IV a,b

    North America       122,757       182,428  

 

3

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2018

 

 

Investment Funds — 75.38% (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

MENA Coinvestment, L.P. a,b

    Middle East/North Africa     $ 384,503     $ 223,724  

Mexico Coinvestment, L.P. a,b

    North America       8       1,750  

New Enterprise Associates 9, L.P. a,b

    North America       26,424       105,095  

New Enterprise Associates 10, L.P. a,b

    North America       365,255       605,231  

Newport Global Opportunities Fund, L.P. a,b

    North America       25,125,735       22,738,055  

Passero 18, L.P. a

    North America       12,048,444       11,866,469  

PIMCO Bravo Fund Onshore Feeder I, L.P. a,b

    North America       15,306       128,058  

PIMCO Bravo Fund, L.P. a,b

    North America       102,128       1,060,235  

Riverstone/Carlyle Global Energy and Power Fund IV, L.P. a

    North America       9,714,960       8,718,805  

Riverstone/Carlyle Renewable and Alternative Energy Fund II, L.P. a

    North America       1,954,488       2,119,699  

Riverstone Global Energy and Power Fund V, L.P. a

    North America       16,721,586       17,749,001  

SCP Private Equity Fund I, L.P. a,b

    North America       430,603       494,521  

SCP Real Assets Fund I, L.P. a,b

    North America       52,950       61,247  

Sevin Rosen Fund VIII, L.P. a,b

    North America       26,494       62,803  

Strategic Value Global Opportunities Feeder Fund 1-A, L.P. a,b

    North America       1,832,025       4,317,800  

Strategic Value Global Opportunities Fund 1-A, L.P. a,b

    North America       122,510       283,605  

Strategic Value Global Opportunities Master Fund, L.P. a,b

    North America             63,770  

Strategic Value Special Situations Feeder Fund, L.P. a,b

    North America       5,938,852       20,161,780  

Strategic Value Special Situations Fund, L.P. a,b

    North America       504,804       1,686,925  

Styx International, Ltd. Series 1 a,b

    North America       585,366       666,653  

Styx International, Ltd. Series 4 a,b

    North America       276,003       314,416  

Styx International, Ltd. Series 5 a,b

    North America       127,829       145,620  

SVRF (Offshore) Holdings Ltd. a,b

    North America       23,928       26,880  

Taylor Buyer Holdings, LLC a,b

    North America       66,827       362,097  

Three Arch Capital, L.P. a,b

    North America       56,287       19,891  

Varde Investment Partners L.P. a,b

    North America             1,831  

Warburg Pincus China L.P. a,b

    Asia/Pacific       5,387,794       5,495,467  

Warburg Pincus Energy L.P. a,b

    Asia/Pacific       2,177,524       2,861,660  

Warburg Pincus XI (Asia), L.P. a,b

    Asia/Pacific       50,050,220       53,006,202  

WLR Recovery IV, L.P. a,b

    North America       3,872,259       18,160,402  

Total Secondary Investments

    362,148,875       398,559,933  

Total Investment Funds

  $ 762,776,223     $ 829,255,135  

 

Direct Investments — 0.22%

Interlink Maritime Corp. b,c

    North America     $ 3,000,000     $ 2,460,000  

Total Direct Investments

  $ 3,000,000     $ 2,460,000  

 

Common Stock — 0.47%

Builders Firstsource, Inc. b

  $ 5,643,793     $ 5,124,127  

Total Common Stock

  $ 5,643,793     $ 5,124,127  

 

4

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2018

 

 

Asset-Backed Investments — 4.10%

 

Cost

   

Fair
Value

 

Carlyle Global Market Strategies, Series 2017-2A, Class A2A, 4.17%, 7/20/2031

  $ 30,000,000     $ 30,060,021  

Carlyle Global Market Strategies, Series 2017-2A, Class B, 4.87%, 7/20/2031

    15,000,000       15,087,012  

Total Asset-Backed Investments

  $ 45,000,000     $ 45,147,033  

 

Short-Term Investments — 23.76%

Certificate of Deposit — 4.55%

               

Bank of America N.A., 2.41%, 11/1/2018

  $ 25,000,000     $ 25,005,175  

Bank of America N.A., 2.46%, 1/28/2019

    25,000,000       25,006,250  

Total Certificate of Deposit

    50,000,000       50,011,425  
                 

Money Market Funds — 19.21%

               

Dreyfus Cash Management, Class I, 2.21% d

    26,011,346       26,021,609  

Fidelity Institutional Prime Money Market Portfolio, Class I, 2.11% d

    78,553,523       78,550,811  

Goldman Sachs Financial Square Money Market Fund, Class I, 2.20% d

    26,016,921       26,020,706  

JPMorgan Prime Money Market Fund, Class I, 2.13% d

    26,134,298       26,144,656  

Morgan Stanley Institutional Liquidity Fund, Class I, 1.93% d

    2,534,836       2,534,836  

Wells Fargo Advantage Cash Investment Money Market Fund, Class Select, 2.20% d

    26,017,096       26,024,211  

Wells Fargo Advantage Heritage Money Market Fund, Class Select, 2.17% d

    26,015,318       26,024,211  

Total Money Market Funds

    211,283,338       211,321,040  

Total Short-Term Investments

  $ 261,283,338     $ 261,332,465  
                 

Total Investments — 103.93%

  $ 1,077,703,354     $ 1,143,318,760  

Liabilities in excess of other assets — (3.93%)

    (43,183,105 )

Net Assets — 100.00%

  $ 1,100,135,655  

 

a

Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale.

 

b

Non-income producing security.

 

c

Level 3 securities fair valued under procedures established by the Board of Directors, represents 0.2% of Net Assets. The total value of these securities is $2,460,000.

 

d

The rate shown is the annualized 7-day yield as of September 30, 2018.

 

5

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2018

 

 

Investments as of September 30, 2018

 

Private Equity Type

 

Percent of
Total Net Assets

 

Investment Funds

       

Co-Investments

    15.61 %

Primary Investments

    23.54 %

Secondary Investments

    36.23 %

Total Investment Funds

    75.38 %

Direct Investments

    0.22 %

Common Stock

    0.47 %

Asset-Backed Investments

    4.10 %

Short-Term Investments

       

Certificate of Deposit

    4.55 %

Money Market Funds

    19.21 %

Total Short-Term Investments

    23.76 %

Total Investments

    103.93 %

Liabilities in excess of other assets

    (3.93 %)

Total Net Assets

    100.00 %

 

See accompanying notes to financial statements.

 

6

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Assets and Liabilities (Unaudited)
September 30, 2018

 

 

Assets

       

Investments, at fair value (cost $1,077,703,354)

  $ 1,143,318,760  

Cash

    1,423,029  

Cash denominated in foreign currencies (cost $3,409,644)

    3,307,028  

Receivable for distributions from Investment Funds

    1,166,568  

Interest receivable

    744,449  

Prepaid expenses and other assets

    180,645  

Total Assets

    1,150,140,479  
         

Liabilities

       

Payable for investments purchased, not yet settled

    33,626,331  

Payable for shares repurchased, due to Feeder

    10,002,771  

Payable to Adviser

    3,301,070  

Deferred tax liability

    2,691,835  

Professional fees payable

    155,107  

Accounting and admin fees payable

    162,452  

Accounts payable and other accrued expenses

    65,258  

Total Liabilities

    50,004,824  

Net Assets

  $ 1,100,135,655  
         

Composition of Net Assets

       

Paid in capital

  $ 807,321,706  

Total distributable earnings

    292,813,949  

Net Assets

  $ 1,100,135,655  

 

See accompanying notes to financial statements.

 

7

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Operations (Unaudited)
For the Period Ended September 30, 2018

 

 

Investment Income

       

Dividend income

  $ 11,203,883  

Interest income

    4,190,761  
      15,394,644  

Expenses

       

Management fee

    6,532,071  

Accounting and administration fees

    331,725  

Professional fees

    262,954  

Directors' and Officer fees

    55,750  

Custody fees

    67,438  

Insurance expense

    21,774  

Other fees

    61,906  

Net Expenses

    7,333,618  
         

Net Investment Income

    8,061,026  
         

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

    20,965,151  

Foreign currency

    (114,318 )

Income tax expense

    (120,002 )

Net change in unrealized appreciation/(depreciation) on:

       

Investments

    3,764,792  

Foreign currency

    (82,987 )

Income tax expense

    (300,618 )

Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other Foreign Currency Denominated Assets and Liabilities

    24,112,018  
         

Net Increase in Net Assets Resulting from Operations

  $ 32,173,044  

 

See accompanying notes to financial statements.

 

8

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statements of Changes in Net Assets

 

 

 

 

For the
Period Ended
September 30, 2018
(Unaudited)

   

Year Ended
March 31, 2018

 

Changes in Net Assets Resulting from Operations

               

Net investment income

  $ 8,061,026     $ 3,827,286  

Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes

    20,730,831       102,820,409  

Net change in unrealized appreciation (depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes

    3,381,187       (947,953 )

Net Change in Net Assets Resulting from Operations

    32,173,044       105,699,742  
                 

Change in Net Assets Resulting from Capital Transactions

               

Capital contributions

    49,204,904       63,749,688  

Capital withdrawals

    (26,177,433 )     (78,801,062 )

Net Change in Net Assets Resulting from Capital Transactions

    23,027,471       (15,051,374 )
                 

Total Net Increase in Net Assets

    55,200,515       90,648,368  
                 

Net Assets

               

Beginning of year

    1,044,935,140       954,286,772  

End of year/period1

  $ 1,100,135,655     $ 1,044,935,140  

 

1

End of year net assets includes accumulated undistributed net investment loss of $12,280,840 for the year ended March 31, 2018. The SEC eliminated the requirement to disclose undistributed net investment income in 2018.

 

See accompanying notes to financial statements.

 

9

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Cash Flows (Unaudited)
For the Period Ended September 30, 2018

 

 

Cash Flows From Operating Activities

       

Net increase in net assets resulting from operations

  $ 32,173,044  

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

       

Net realized gain from investments

    (20,967,308 )

Net change in unrealized appreciation on investments

    (3,764,792 )

Purchases of Investment Funds

    (152,881,488 )

Capital distributions received from Investment Funds

    57,225,061  

Net purchases of short-term investments

    29,608,249  

(Increase)/Decrease in Assets:

       

Receivable for distributions from Investment Funds

    4,000,134  

Interest receivable

    (744,449 )

Prepaid expenses and other assets

    (15,411 )

Increase/(Decrease) in Liabilities:

       

Payable for investments purchased, not yet settled

    33,190,235  

Payable to Adviser

    91,531  

Income tax payable

    498,489  

Professional fees payable

    (101,774 )

Accounting and admin fees payable

    14,525  

Accounts payable and other accrued expenses

    51,195  

Net Cash Used in Operating Activities

    (21,622,759 )
         

Cash Flows from Financing Activities:

       

Proceeds from capital contributions, including capital contributions received in advance

    47,679,444  

Payments for shares repurchased, net of increase in payable for shares repurchased

    (27,367,604 )

Net Cash Provided by Financing Activities

    20,311,840  
         

Net change in Cash

    (1,310,919 )

Cash at beginning of year

    6,040,976  

Cash at end of period*

  $ 4,730,057  

 

*

Includes cash denominated in foreign currencies.

 

See accompanying notes to financial statements.

 

10

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Highlights

 

 

   

For the
Period Ended
September 30,
2018

   



For the Years Ended March 31

   

Period from
June 1, 2013
*
to

 

 

 

(Unaudited)

   

2018

   

2017

   

2016

   

2015

   

March 31, 2014

 

Net Assets:

                                               

Net Assets, end of year/period (in thousands)

  $ 1,100,136     $ 1,044,935     $ 954,287     $ 807,184     $ 624,480     $ 276,698  
                                                 

Ratios/Supplemental Data:

                                               

Net Investment Income/(Loss) (1)

    1.48 %(2)     0.38 %     (0.32 %)     (0.86 %)     (1.02 %)     (1.60 %)(2)

Gross Expenses (3)

    1.35 %(2)     1.37 %     1.44 %     1.38 %     1.39 %     2.11 %(2)

Expense Recoupment/(Waiver)

     (2)                       0.05 %     (0.19 %)(2)

Net Expenses (4)

    1.35 %(2)     1.37 %     1.44 %     1.38 %     1.44 %     1.92 %(2)

Portfolio Turnover Rate

    0.00 %(5)     0.35 %     0.00 %     0.00 %     0.00 %     0.00 %(5)

Total Return (6)

    3.07 %(5)     10.98 %     11.45 %     0.54 %     8.01 %     15.92 %(5)

 

*Commencement of operations.
  
(1)The ratios do not include investment income or expenses of the Investment Funds in which the Master Fund invests.
  
(2)Annualized for periods less than one full year.
  
(3)Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursement and/or expense recoupment by the Adviser.
  
(4)Included in the above ratio are other expenses of 0.15% as of September 30, 2018, 0.17% as of March 31, 2018, 0.23% as of March 31, 2017, 0.25% as of March 31, 2016, 0.23% as of March 31, 2015 and 0.70% as of March 31, 2014.
  
(5)Not annualized.
  
(6)Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the year/period and adjusted for cash flows related to capital contributions during the year/period. Total returns shown exclude the effect of applicable sales charges and redemption fees.
  

See accompanying notes to financial statements.

 

11

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited)
September 30, 2018

 

 

1. ORGANIZATION

 

CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Master Fund commenced operations on June 1, 2013. CPG TCG Acquisition Fund, LLC (“CPG TCG”), a wholly owned entity, is consolidated in the Master Fund’s financial statements. The Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. The Master Fund’s investment objective is to seek attractive long-term capital appreciation. The Master Fund seeks to achieve its investment objective by investing predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), Co-Investments and direct investments (“Direct Investments”) sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates (“Carlyle”) with an emphasis on private equity funds.

 

Subject to the requirements of the 1940 Act, the business and affairs of the Master Fund shall be managed under the direction of the Master Fund’s Board of Directors (the “Board,” with an individual member referred to as a “Director”). The Board shall have the right, power and authority, on behalf of the Master Fund and in its name, to do all things necessary and proper to carry out its duties under the Master Fund’s Limited Liability Company Agreement (the “LLC Agreement”), as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Master Fund shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Master Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Master Fund and to the oversight of the Board. The Directors have engaged the Adviser to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Master Fund.

 

The Master Fund is a master investment portfolio in a master-feeder structure. CPG Carlyle Commitments Fund, LLC (the “Feeder Fund”) invests substantially all of its assets in the limited liability company interests (“Interests”) of the Master Fund. As of September 30, 2018, the Feeder Fund owns 100.00% of the Master Fund’s Interests with the Adviser owning an amount which rounded to 0.00%.

 

Interests are generally offered in the Feeder Fund as of the first business day of each calendar month. Purchase proceeds do not represent the Master Fund’s capital or become the Master Fund’s assets until the first business day of the relevant calendar month.

 

The Master Fund’s term is perpetual unless it is otherwise dissolved under the terms of its formation documents.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Master Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.

 

The following is a summary of significant accounting policies followed by the Master Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Federal Tax Information: It is the Master Fund’s policy to be classified as a partnership for U.S. federal income tax purposes. Each investor of the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses and the realized and unrealized gains or losses of the Master Fund. The Master Fund is expected to incur taxable income upon realization of some of its investments. Accordingly, an allowance has been established in the amount the Master Fund expects to incur. For the period ended September 30, 2018, the total income tax expense $420,620 is included in the Consolidated Statement of Operations. As of September 30, 2018, the Master Fund had a deferred tax liability of $2,691,835 which is included in the Consolidated Statement of Assets and Liabilities. No other U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the investors are individually liable for the taxes on their allocated share of such income or gains of the Master Fund.

 

12

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Master Fund has adopted a tax year end of September 30. The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2018, 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 not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current year. The Master Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the period ended September 30, 2018, the Master Fund did not incur any interest or penalties.

 

Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Master Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Master Fund.

 

Short-Term Investments: Short-term investments represent investments in high quality money market instruments and money market mutual funds, and are recorded at net asset value per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.

 

Asset-backed Securities: Asset-backed securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit support. In addition, asset-backed securities are not backed by any governmental agency.

 

Investment Transactions: The Master Fund accounts for realized gains and losses from its Investment Funds based upon the pro-rata ratio of the fair value and cost of the underlying investments at the date of redemption. Dividend and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds will be received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds cannot be determined. It is estimated that distributions will occur over the life of the Investment Funds.

 

Foreign Currency: Investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments in the Consolidated Statement of Operations. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Master Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments at period end, resulting from changes in exchange rates.

 

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments: The fair value of the Master Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities.

 

13

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

3. PORTFOLIO VALUATION

 

Fair value is defined as the value that the Master Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, a three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Master Fund. Unobservable inputs reflect the Master Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation.

 

The three-tier hierarchy of inputs is summarized below:

 

 

Level 1 — unadjusted quoted prices in active markets for identical financial instruments that the reporting entity has the ability to access at the measurement date.

 

 

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. Level 2 inputs also include quoted prices for similar assets and liabilities in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active.

 

 

Level 3 — significant unobservable inputs for the financial instrument (including management’s own assumptions in determining the fair value of investments).

 

Investments in Portfolio Funds are recorded at fair value, using the Portfolio Funds’ net asset value as a practical expedient.

 

The private equity Investment Funds are generally restricted securities that are subject to substantial holding periods and are not traded in public markets, so that the Master Fund may not be able to resell some of its investments for extended periods, which may be several years. The types of private equity Investment Funds that the Master Fund may make include primary, secondary and co-investments. Co-investments (the “Co-investments”) represent opportunities to invest in specific portfolio companies that are typically made alongside an Investment Fund. Primary investments (the “Primary Investments”) are investments in newly established private equity funds. Secondary investments (the “Secondary Investments”) are investments in existing private equity funds that are acquired in privately negotiated transactions.

 

The NAV of the Master Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined, from time to time, pursuant to policies established by the Board. The Master Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Master Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Master Fund’s investments. The Committee meets on a monthly basis and reports to the Board on a quarterly basis. The Master Fund’s investments in Investment Funds are carried at fair value which generally represents the Master Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place and subscription and redemption activity. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.

 

The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.

 

14

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

3. PORTFOLIO VALUATION (continued)

 

The Master Fund may also make Direct Investments, which are interests in securities issued by operating companies and are typically made as investments alongside a private equity fund. With respect to valuation of Direct Investments, they are fair valued typically by reference to the valuation utilized by the corresponding private equity fund or with a third party valuation agent.

 

The following table represents the investments carried at fair value on the Consolidated Statement of Assets and Liabilities by level within the valuation hierarchy as of September 30, 2018:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments

                               

Direct Investments

  $     $     $ 2,460,000     $ 2,460,000  

Common Stock

    5,124,127                   5,124,127  

Asset-Backed Securities

          45,147,033             45,147,033  

Short-term investments

          261,332,465             261,332,465  

Total

  $ 5,124,127     $ 306,479,498     $ 2,460,000     $ 314,063,625  

 

The Master Fund held Investment Funds with a fair value of $829,255,135, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of September 30, 2018.

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

 

 

Direct
Investments

   

Total

 

Balance as of April 1, 2018

  $ 2,321,672     $ 2,321,672  

Gross Contributions

           

Gross Distributions

    (414,224 )     (414,224 )

Realized Gain

           

Unrealized Appreciation/(Depreciation)

    552,552       552,552  

Balance as of September 30, 2018

  $ 2,460,000     $ 2,460,000  

 

The Master Fund recognizes transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 and 3 for the period ended September 30, 2018.

 

The amount of the net unrealized depreciation for the period ended September 30, 2018 relating to investments in Level 3 assets still held at September 30, 2018 is $540,000.

 

15

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

3. PORTFOLIO VALUATION (continued)

 

A listing of the unfunded commitments held by the Master Fund and their attributes, as of September 30, 2018, that qualify for these valuations are shown in the table below.

 

Investment
Category

 

Investment Strategy

   

Fair Value

   

Unfunded
Commitments

   

Remaining
Life
*

   

Redemption
Frequency
*

   

Notice
Period
(In Days)

   

Redemption
Restrictions
Terms
*

 

Buyout

Control investments in established companies with focus on small, mid, or large capitalization companies

  $ 416,501,874     $ 645,495,837       Up to 10 years       None       N/A       N/A  

Growth Capital

Investments in established companies with strong growth characteristics

  $ 240,368,579     $ 45,513,644       Up to 10 years       None       N/A       N/A  

Special Situations/ Other

Investments in mezzanine, distressed debt, energy/utility and turnarounds

  $ 225,115,841     $ 89,953,482       Up to 10 years       None       N/A       N/A  

 

*

The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.

 

4. RELATED PARTY TRANSACTIONS AND OTHER

 

As of September 30, 2018, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.

 

The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Master Fund pays the Adviser a quarterly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the period ended September 30, 2018, the Adviser earned $6,532,071 of Management Fee which is included in the Consolidated Statement of Operations, of which $3,301,070 was payable at September 30, 2018 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.

 

Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Master Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Master Fund for any amounts thereunder.

 

16

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

4. RELATED PARTY TRANSACTIONS AND OTHER (continued)

 

Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s NAV; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of investors; directors’ fees; all costs with respect to communications to investors; transfer taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.

 

Effective January 1, 2017, each member of the Board who is not an “interested person” of the Master Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $14,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Master Fund related to Independent Directors for the period ended September 30, 2018 was $42,000 which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.

 

During the period ended September 30, 2018, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $13,750 which is included in Directors’ and Officer fees in the Consolidated Statement of Operations of which $9,756 was receivable at September 30, 2018 and is included in accounts payable and other accrued expenses in the Consolidated Statement of Assets and Liabilities.

 

Certain Officers and Directors of the Master Fund are also Officers of the Adviser and CPG TCG and are registered representatives of Foreside Fund Services, LLC.

 

5. ADMINISTRATION AND CUSTODIAN FEES

 

UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Master Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2018, the total administration fees were $331,725 which is included in accounting and administration fees in the Consolidated Statement of Operations, of which $162,452 was payable at September 30, 2018 and is included in accounting and admin fees payable in the Consolidated Statement of Assets and Liabilities.

 

The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Master Fund and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.

 

6. INVESTMENTS

 

For the period ended September 30, 2018, total purchases and total proceeds from redemptions or other dispositions of investments amounted to $152,881,488 and $57,225,061, 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.

 

 

17

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

7. ALLOCATION OF INVESTORS’ CAPITAL

 

As of the last day of each Fiscal Period (as defined below), any net profit or net loss for the Fiscal Period shall be allocated among and credited to or debited against the capital accounts of the investors in accordance with their respective Master Fund percentages for such Fiscal Period. Fiscal Period means the period commencing on the first date on or as of which an investor other than the organizational investor or the Adviser is admitted to the Master Fund, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (1) the last day of a fiscal year; (2) the day preceding any day as of which a contribution to the capital of the Master Fund is made; (3) the day as of which the Master Fund repurchases any Interest or portion of an Interest of any member; (4) the day as of which the Master Fund admits a substituted investor to whom an Interest (or portion thereof) of an investor has been transferred (unless there is no change of beneficial ownership); or (5) any other day as of which 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, 2018, the Master Fund had outstanding investment commitments to Investment Funds totaling $780,962,963. Six Investment Funds have commitments denominated in Euros and one Investment Fund has commitments denominated in Japanese Yen. As of September 30, 2018, the unfunded commitments for these Investment Funds totaled €111,297,505 and ¥568,635,295, respectively. As of September 30, 2018, the exchange rate used for the conversion was 1.1604 USD/EUR and 113.64 JPY/USD, respectively. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.

 

10. 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.

 

11. CREDIT FACILITY

 

The Master Fund maintains a credit facility (the “Facility”) with a maximum borrowing amount of $25,000,000 which is secured by certain interests in Investment Funds. A fee of 0.25% per annum is payable monthly in arrears on the unused portion, 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, 2018, the Master Fund did not borrow under the Facility.

 

18

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Notes to Financial Statements (Unaudited) (Continued)
September 30, 2018

 

 

12. SUBSEQUENT EVENTS

 

Subsequent events after September 30, 2018 have been evaluated through the date the financial statements were issued. During this period, capital contributions into the Master Fund for October 1, 2018 and November 1, 2018, equaled $3,841,854 and $3,588,626, 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, 2018

 

 

Proxy Voting

 

A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.

 

The Master Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Master Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Master Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Master Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Master Fund’s first and third fiscal quarters of each fiscal year. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Master Fund’s portfolio holdings as of the end of those fiscal quarters. The Master Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).

 

20

 

 

 

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 registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

 

 

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1) 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 Fund, LLC  
     
By (Signature and Title)* /s/ Mitchell A. Tanzman  
     
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date December 6, 2018  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Mitchell A. Tanzman  
     
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date December 6, 2018  
     
By (Signature and Title)* /s/ Michael Mascis  
     
  Michael Mascis  
  (Principal Financial Officer)  
     
Date December 6, 2018  

 

*Print the name and title of each signing officer under his or her signature.