N-CSRS 1 fp0047773_ncsrs.htm fp0047519_INXS

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 811-22764

 

CPG Carlyle Commitments Master Fund, LLC

(Exact name of registrant as specified in charter)

 

805 Third Avenue

New York, New York 10022

(Address of principal executive offices) (Zip code)

 

Mitchell A. Tanzman

c/o Central Park Advisers, LLC

805 Third Avenue

New York, NY 10022

(Name and address of agent for service)

 

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

 

Date of fiscal year end: March 31

 

Date of reporting period: September 30, 2019

 

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

 

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

 

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

The Report to Shareholders is attached herewith.

 

CPG Carlyle Commitments Master Fund, LLC

 

 

 

Consolidated Financial Statements
(Unaudited)

 

For the Period From April 1, 2019
to September 30, 2019

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Table of Contents
For the Period From April 1, 2019 to September 30, 2019 (Unaudited)

 

 

Consolidated Schedule of Investments

1-6

Consolidated Statement of Assets and Liabilities

7

Consolidated Statement of Operations

8

Consolidated Statements of Changes in Net Assets

9

Consolidated Statement of Cash Flows

10

Consolidated Financial Highlights

11

Notes to Consolidated Financial Statements

12-19

Other Information

20

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)
September 30, 2019

 

 

Investment Funds (91.47%)

 

Geographic
Region

   

Cost

   

Fair
Value

 

Co-Investments (15.96%)

                       

Carlyle Beacon Partners, L.P.(a)(b)

    Asia/Pacific     $ 10,246,367     $ 10,558,953  

Carlyle Eagle Coinvestment, L.P.(a)(b)

    North America       9,054,894       14,174,793  

Carlyle ECI Coinvestment, L.P.(a)(b)

    North America       399,251       985,084  

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

    Asia/Pacific       15,436,999       15,128,981  

Carlyle Havasu Coinvestment, L.P.(a)

    North America       7,238,961       7,589,315  

Carlyle Interlink Coinvestment, L.P.(a)(b)

    North America       2,304,478       1,780,205  

Carlyle Mars Partners, L.P.(a)(b)

    Asia/Pacific       3,098,645       3,008,265  

Carlyle PIB Coinvestment, L.P.(a)(b)

    Europe       17,315,291       20,850,805  

Carlyle RDSL Coinvestment, L.P.(a)(b)

    South America       13,609,511       20,955,066  

Carlyle Sapphire Partners, L.P.(a)(b)

    Asia/Pacific       9,180,000       10,061,057  

Carlyle Thunder Coinvestment, L.P.(a)(b)

    North America       5,039,925       5,280,210  

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

    North America       5,667,072       6,290,805  

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

    North America       4,215,561       2,440,769  

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

    North America       4,519,908       3,765,029  

Nash Coinvestment, L.P.(a)

    Africa       8,282,698       9,303,461  

Neptune Coinvestment, L.P.(a)

    Europe       7,509,284       16,197,725  

Reciprocal Capital Holdings, LLC(a)(b)

    Asia/Pacific       13,994,491       26,187,827  

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

    Asia/Pacific             64,687  

Riverstone Fieldwood Partners, L.P.(a)(b)

    North America       7,009,249       615,488  

Riverstone Fieldwood Partners-D, L.P.(a)(b)

    North America       1,216,629       2,285,516  

Total Co-Investments

    145,339,214       177,524,041  
                         

Primary Investments (35.94%)

                       

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

    North America       29,013,584       31,260,112  

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

    Asia/Pacific       6,352,600       7,702,423  

Carlyle Asia Partners IV, L.P.(a)

    Asia/Pacific       52,501,056       54,530,967  

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

    Asia/Pacific       9,065,421       10,040,970  

Carlyle Europe Partners V, L.P.(a)(b)

    Europe       16,996,606       13,969,737  

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

    Europe       23,023,303       28,329,598  

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

    Global       24,959,702       25,406,050  

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

    Global       6,794,705       7,725,802  

Carlyle International Energy Partners II, S.C.Sp.(a)(b)

    Global             (301,401 )

Carlyle International Energy Partners, L.P.(a)

    Global       22,008,181       25,236,439  

Carlyle Partners VI, L.P.(a)

    North America       17,310,853       18,421,462  

Carlyle Partners VII, L.P.(a)

    North America       45,444,529       38,939,111  

Carlyle Property Investors, L.P.(a)

    North America       51,075,185       52,389,473  

Carlyle Strategic Partners III, L.P.(a)

    North America       6,813,634       5,505,079  

Carlyle Structured Credit Fund, L.P.(a)

    North America       28,725,907       28,727,396  

CVC Credit Partners Global Special Situations Fund II SCSP(a)

    Europe             7,730  

Golub Capital Partners 10, L.P.(a)

    North America       26,250,000       26,250,000  

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

    North America       20,940,529       25,715,801  

Total Primary Investments

    387,275,795       399,856,749  

 

1

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019

 

 

Investment Funds (91.47%) (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

Secondary Investments (39.57%)

                       

Aberdeen Venture Partners IV, L.P.(a)

    North America     $     $ 263,734  

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

    North America             7,134  

BlueCrest Strategic Limited(a)(b)

    North America       46,031       120,650  

Brazil Buyout Coinvestment, L.P.(a)(b)

    South America       136,149       99,426  

Caliburn Strategic Fund(a)(b)

    Europe       369,280       479,092  

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

    North America             6,965  

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

    North America             87,802  

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

    Asia/Pacific       815       57,984  

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

    Asia/Pacific       1,886,007       525,190  

Carlyle Asia Growth Partners IV Coinvestment, L.P.(a)

    Asia/Pacific       331,447       100,241  

Carlyle Asia Growth Partners IV, L.P.(a)

    Asia/Pacific       23,187,383       11,362,756  

Carlyle Asia Partners II Coinvestment, L.P.(a)

    Asia/Pacific       298,215       26,370  

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

    Asia/Pacific       127,118       247,788  

Carlyle Asia Partners III Coinvestment, L.P.(a)

    Asia/Pacific       944,826       203,017  

Carlyle Asia Partners III, L.P.(a)

    Asia/Pacific       4,030,210       2,742,137  

Carlyle Asia Partners IV Access Fund, L.L.C.(a)

    Asia/Pacific       4,216,979       4,203,747  

Carlyle Asia Partners IV, L.P.(a)

    Asia/Pacific       1,933,122       1,817,557  

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

    Asia/Pacific       2,156,959       2,137,446  

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

    Europe       507,532       707,595  

Carlyle Energy Mezzanine Opportunities Fund, L.P.(a)

    North America       7,230,025       3,404,628  

Carlyle Europe Partners II Coinvestment, L.P.(a)

    Europe       758,056       65,104  

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

    Europe       184,004       90,695  

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

    Europe       2,803,823       1,170,509  

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

    Europe       3,834,190       776,562  

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

    Europe       7,030,389       5,327,181  

Carlyle Europe Partners IV, L.P.(a)

    Europe       931,958       1,049,367  

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

    Europe       21,643       5,295  

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

    Europe             26  

Carlyle Europe Technology Partners II, L.P.(a)(b)

    Europe             32,926  

Carlyle Global Financial Services Partners Coinvestment, L.P.(a)

    Global       236,050       46,887  

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

    Global       5,087,538       6,024,380  

Carlyle Global Financial Services Partners, L.P.(a)

    Global       6,797,415       4,720,456  

Carlyle Infrastructure Partners, L.P.(a)

    North America       1,418,216       490,186  

Carlyle International Energy Partners, L.P.(a)

    Global       5,413,469       5,883,253  

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

    Asia/Pacific       238,651       29,328  

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

    Asia/Pacific             372,452  

Carlyle MENA Partners, L.P.(a)

    Middle East/North Africa       384,104       397,928  

Carlyle Mezzanine Partners II, L.P.(a)

    North America       7,568,929       474,942  

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

    North America       149,348       306,475  

Carlyle Partners IV, L.P.(a)(b)

    North America       2,998,449       4,524,701  

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

    North America       1,453,305       169,169  

 

2

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019

 

 

Investment Funds (91.47%) (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

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

    North America     $ 4,460,982     $ 1,023,081  

Carlyle Partners V, L.P.(a)

    North America       31,760,414       36,477,556  

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

    North America       231,630       227,775  

Carlyle Partners VI, L.P.(a)

    North America       29,764,102       33,752,947  

Carlyle Realty Partners V, L.P.(a)

    North America       1,327,187       1,436,561  

Carlyle Realty Partners VI, L.P.(a)

    North America       150,860       126,424  

Carlyle South America Buyout Fund, L.P.(a)

    South America       3,251,850       4,178,684  

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

    North America       234,541       152,066  

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

    North America       4,307,082       3,250,835  

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

    North America       236,440       215,523  

Carlyle Strategic Partners III, L.P.(a)

    North America       354,304       393,220  

Carlyle U.S. Equity Opportunities Fund Coinvestment, L.P.(a)

    North America       210,280       338,144  

Carlyle U.S. Equity Opportunities Fund II Coinvestment, L.P.(a)(b)

    North America       154,769       171,041  

Carlyle U.S. Equity Opportunity Fund, L.P.(a)

    North America       2,779,742       2,843,848  

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

    North America       1,607,572       1,613,573  

Carlyle U.S. Growth Fund III, L.P.(a)

    North America             82,635  

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

    North America       264,099       109,475  

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

    North America       130,476       49,879  

Carlyle/Riverstone Global Energy & Power Fund III LP(a)(b)

    North America       2,051,520       615,039  

Cerberus Institutional Overseas III, Ltd.(a)(b)

    North America             67,621  

Cerberus Institutional Overseas IV, Ltd.(a)(b)

    North America       1,621,148       1,876,234  

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

    North America             531,957  

Cerberus International SPV, Ltd. Class A(a)(b)

    North America       2,093,370       2,701,312  

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

    North America       404,256       1,591,181  

Cerberus International, Ltd. Class A(a)(b)

    North America       944,966       1,234,975  

Euro Wagon II, L.P.(a)

    Europe             456,497  

Forward Ventures IV, L.P.(a)(b)

    North America             2,926,551  

Francisco Partners, LP(a)(b)

    North America       83,973       66,619  

Garrison Opportunity Fund II A LLC(a)(b)

    North America       7,709,702       9,858,382  

Garrison Opportunity Fund LLC - Series A(a)(b)

    North America       15,529       15,526  

Garrison Opportunity Fund LLC - Series C(a)(b)

    North America       1,044       2,899  

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

    North America       148,676       137,618  

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

    North America       619,493       395,947  

Hummer Winblad Venture Partners V, L.P.(a)(b)

    North America             34,041  

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

    North America       5,440,691       6,321,642  

Laverne Buyer Holdings I, LLC(a)(b)

    North America       1,992,332       5,209,194  

Laverne Buyer Holdings II, LLC(a)(b)

    North America       699,311       2,047,438  

Laverne Buyer Holdings III, LLC(a)(b)

    North America       7,098,214       10,315,695  

Laverne Buyer Holdings IV, LLC(a)(b)

    North America             53,541  

Laverne Buyer Holdings V, LLC(a)(b)

    North America       2,181,553       3,742,331  

Madison Dearborn Capital Partners IV(a)(b)

    North America       122,757       147,132  

MENA Coinvestment, L.P.(a)

    Middle East/North Africa       388,184       246,533  

 

3

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019

 

 

Investment Funds (91.47%) (Continued)

 

Geographic
Region

   

Cost

   

Fair
Value

 

Mexico Coinvestment, L.P.(a)(b)

    North America     $ 24     $ 1,751  

Neoma Private Equity Fund IV, L.P.(a)(b)

    Middle East/North Africa       7,543,083       4,266,992  

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

    North America       13,585       67,520  

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

    North America       23,001,201       20,557,309  

Passero 18, L.P.(a)

    North America       19,731,325       22,854,700  

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

    North America             60,956  

PIMCO Bravo Fund, L.P.(a)(b)

    North America             480,883  

Riverside Micro-Cap Fund III, L.P.(a)(b)

    North America       11,007,806       14,469,856  

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

    North America       17,381,823       9,900,323  

Riverstone/Carlyle Global Energy & Power Fund IV, L.P.(a)

    North America       8,235,563       4,290,223  

Riverstone/Carlyle Renewable & Alternative Energy Fund II, L.P.(a)

    North America       1,913,026       2,005,902  

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

    North America       334,070       397,362  

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

    North America       40,712       53,530  

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

    North America             8,975  

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

    North America       1,832,025       3,923,535  

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

    North America       122,510       257,515  

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

    North America             74,928  

Strategic Value Special Situations Feeder Fund, LP(a)(b)

    North America       3,203,390       14,687,761  

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

    North America       275,740       1,231,578  

Styx International, Ltd. Series 1(a)(b)

    North America       516,440       586,148  

Styx International, Ltd. Series 4(a)(b)

    North America       243,504       276,372  

Styx International, Ltd. Series 5(a)(b)

    North America       112,777       128,000  

SVRF (Offshore) Holdings, Ltd.(a)(b)

    North America       23,928       28,272  

Varde Investment Partners, L.P.(a)(b)

    North America             273  

VIP I CF L.P.(a)

    Europe       11,582,701       11,503,130  

Warburg Pincus China, L.P.(a)

    Asia/Pacific       7,312,985       7,988,241  

Warburg Pincus Energy, L.P.(a)

    North America       2,566,189       3,240,392  

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

    Asia/Pacific       46,368,850       45,154,148  

Warrior Buyer Holdings, LLC(a)(b)

    North America       41,272,923       61,117,288  

WLR Recovery IV, L.P.(a)(b)

    North America       2,079,342       12,732,581  

Total Secondary Investments

    416,549,630       440,264,179  

Total Investment Funds

  $ 949,164,639     $ 1,017,644,969  

 

 

4

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019

 

 

Direct Investments (0.23%)

 

Geographic
Region

   

Shares/Par Value

   

Cost

   

Fair
Value

 

Interlink Maritime Corp.(b)(c)

    North America       80,000     $ 3,000,000     $ 2,526,596  

Total Direct Investments

  $ 3,000,000     $ 2,526,596  

 

Short-Term Investments (10.45%)

Money Market Funds (10.45%)

                       

Dreyfus Cash Management, Class I, 2.05%(d)

  $ 14,824,693     $ 14,906,510  

Fidelity Institutional Prime Money Market Portfolio, Class I, 1.89%(d)

    38,118,240       38,118,239  

Goldman Sachs Financial Square Money Market Fund, Class I, 2.11%(d)

    14,735,852       14,906,510  

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

    14,827,913       14,906,511  

Morgan Stanley Institutional Liquidity Fund, Class I, 1.82%(d)

    3,643,507       3,643,507  

Wells Fargo Advantage Cash Investment Money Market Fund, Class Select, 1.94%(d)

    14,772,514       14,906,511  

Wells Fargo Advantage Heritage Money Market Fund, Class Select, 1.95%(d)

    14,799,414       14,906,511  

Total Money Market Funds

    115,722,133       116,294,299  

Total Short-Term Investments

  $ 115,722,133     $ 116,294,299  
                         

Total Investments (102.15%)

  $ 1,067,886,772     $ 1,136,465,864  

Liabilities in excess of other assets (-2.15%)

    (23,888,747 )

Net Assets (100.00%)

  $ 1,112,577,117  

 

(a)

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

 

(b)

Non-income producing security.

 

(c)

Level 3 securities fair valued under procedures established by the Board of Directors, represent 0.22% of Net Assets. The total value of these securities is $2,526,596.

 

(d)

The rate shown is the annualized 7-day yield as of September 30, 2019.

 

5

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2019

 

 

Investments as of September 30, 2019

 

Private Equity Type

 

Percent of
Total Net Assets

 

Investment Funds

       

Co-Investments

    15.96 %

Primary Investments

    35.94 %

Secondary Investments

    39.57 %

Total Investment Funds

    91.47 %

Direct Investments

    0.23 %

Short-Term Investments

       

Money Market Fund

    10.45 %

Total Investments

    102.15 %

Liabilities in excess of other assets

    (2.15 %)

Total Net Assets

    100.00 %

 

See accompanying Notes Consolidated to Financial Statements

 

6

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Assets and Liabilities (Unaudited)
September 30, 2019

 

 

Assets

       

Investments, at fair value (Cost $1,067,886,772)

  $ 1,136,465,864  

Receivable for distributions from Investment Funds

    96,936  

Interest receivable

    41,626  

Dividend receivable

    531,670  

Capital contributions receivable, due from Feeder

    5,311,300  

Prepaid expenses and other assets

    81,451  

Total Assets

    1,142,528,847  
         

Liabilities

       

Payable for shares repurchased, due to Feeder

    25,004,245  

Payable for contributions to Investment Funds, not yet settled

    780,703  

Payable to Adviser

    3,397,815  

Professional fees payable

    217,056  

Accounting and administration fees payable

    550,610  

Accounts payable and other accrued expenses

    1,301  

Total Liabilities

    29,951,730  

Net Assets

  $ 1,112,577,117  
         

Composition of Net Assets

       

Paid-in capital

  $ 790,454,003  

Total distributable earnings

    322,123,114  

Net Assets

  $ 1,112,577,117  

 

See accompanying Notes to Consolidated Financial Statements

 

 

7

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Operations (Unaudited)
For the Period Ended September 30, 2019

 

 

Investment Income

       

Dividend income

  $ 6,211,180  

Interest income

    1,500,392  

Investment Income

    7,711,572  
         

Expenses

       

Management fee

    6,770,185  

Accounting and administration fees

    550,610  

Professional fees

    392,692  

Directors’ and Officer fees

    55,550  

Custody fees

    33,274  

Insurance expense

    20,441  

Other fees

    101,228  

Net Expenses

    7,923,980  
         

NET INVESTMENT LOSS

    (212,408 )
         

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

       

Net realized gain/(loss) from:

       

Investments

    5,654,917  

Foreign currency

    (89,084 )

Net change in unrealized appreciation/(depreciation) on:

       

Investments

    11,057,754  

Foreign currency

    (73 )

Income tax expense

    42,754  

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

    16,666,268  
         

Net Increase in Net Assets Resulting from Operations

  $ 16,453,860  

 

See accompanying Notes to Consolidated Financial Statements

 

 

8

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statements of Changes in Net Assets

 

 

 

 

For the Six
Months Ended
September 30, 2019
(Unaudited)

   

For the
Year Ended
March 31, 2019

 

Changes in Net Assets Resulting from Operations

               

Net investment income/(loss)

  $ (212,408 )   $ 15,129,276  

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

    5,565,833       33,405,171  

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

    11,100,435       (3,506,098 )

Net Change in Net Assets Resulting from Operations

    16,453,860       45,028,349  
                 

Change in Net Assets Resulting from Capital Transactions

               

Capital contributions

    34,403,710       76,354,288  

Capital withdrawals

    (46,345,729 )     (58,252,501 )

Net Change in Net Assets Resulting from Capital Transactions

    (11,942,019 )     18,101,787  
                 

Total Net Increase in Net Assets

    4,511,841       63,130,136  
                 

Net Assets

               

Beginning of period

    1,108,065,276       1,044,935,140  

End of period

  $ 1,112,577,117     $ 1,108,065,276  

 

See accompanying Notes to Consolidated Financial Statements

 

9

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Cash Flows (Unaudited)
For the Period Ended September 30, 2019

 

 

Cash Flows From Operating Activities

       

Net increase in net assets resulting from operations

  $ 16,453,860  

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

       

Net realized gain on investments

    (5,654,917 )

Net change in unrealized appreciation/(depreciation) on investments

    (11,057,754 )

Purchase of Investment Funds

    (69,328,800 )

Proceeds from sales of Investment Funds

    31,438,101  

Net sales of short-term investments

    30,470,044  

(Increase)/Decrease in assets:

       

Receivable for distributions from Investment Funds

    6,976,856  

Interest receivable

    417,586  

Dividend receivable

    (395,380 )

Prepaid expenses and other assets

    21,026  

Increase/(Decrease) in liabilities:

       

Payable to Adviser

    (33,734 )

Professional fees payable

    75,395  

Deferred tax liability

    (1,834,618 )

Accounting and administration fees payable

    384,169  

Accounts payable and other accrued expenses

    (4,364 )

Net Cash Used in Operating Activities

    (2,072,530 )
         

Cash Flows From Financing Activities

       

Proceeds from capital contributions, including capital contributions received in advance

    27,216,119  

Payments for shares repurchased

    (33,828,322 )

Net Cash Provided by Financing Activities

    (6,612,203 )
         

Net change in cash

    (8,684,733 )

Cash, beginning of year*

    8,684,733  

Cash, end of year

  $  

 

*

Includes cash denominated in foreign currencies.

 

See accompanying Notes to Consolidated Financial Statements

 

10

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Highlights

 

 

   

For the Six
Months Ended
September 30,
2019

   

For the Years Ended March 31,

 

 

 

(Unaudited)

   

2019

   

2018

   

2017

   

2016

   

2015

 

Net Assets:

                                               

Net assets, end of period (in thousands)

  $ 1,112,577     $ 1,108,065     $ 1,044,935     $ 954,287     $ 807,184     $ 624,480  
                                                 

Ratios/Supplemental Data:

                                               

Net investment income/(loss) (1)

    (0.01 %)(2)     1.38 %     0.38 %     (0.32 %)     (0.86 %)     (1.02 %)

Gross Expenses (3)

    1.40 %(2)     1.36 %     1.37 %     1.44 %     1.38 %     1.39 %

Expense Recoupment/(Waiver)

    %(2)                             0.05 %

Net Expenses (4)

    1.40 %(2)     1.36 %     1.37 %     1.44 %     1.38 %     1.44 %

Portfolio turnover rate

    2.15 %(5)     5.59 %     0.35 %     0.00 %     0.00 %     0.00 %

Total Return (6)

    1.47 %(5)     4.27 %     10.98 %     11.45 %     0.54 %     8.01 %

 

(1)

The ratios do not include investment income or expenses of the Investment Funds in which the Company invests.

 

(2)

Annualized for periods less than one full year.

 

(3)

Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursements and/or expense recoupment by the Advisor.

 

(4)

Included in the above ratio are other expenses of 0.20% as of September 30, 2019, 0.16% as of March 31, 2019, 0.17% as of March 31, 2018, 0.44% as of March 31, 2017, 0.18% as of March 31, 2016 and 0.24% as of March 31, 2015.

 

(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 Consolidated Financial Statements

 

11

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)
September 30, 2019

 

 

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 (“Co-Investments”), and direct investments (“Direct Investments”) sponsored by, or affiliated with, The Carlyle Group L.P. and its affiliates (“Carlyle”), with an emphasis on private equity funds. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Fund’s private equity investments, therefore, generally will consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Fund’s net asset value.

 

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

 

The Master Fund is a master investment portfolio in a master-feeder structure. CPG Carlyle Commitments Fund, LLC (the “Feeder Fund”) invests substantially all of its assets in the limited liability company interests (“Interests”) of the Master Fund. As of September 30, 2019, the Feeder Fund owns 100.00% of the Master Fund’s Interests with the Adviser owning an amount which rounded to 0.00%.

 

Investors generally may purchase units of beneficial interest of the Feeder Fund as of the first business day of each calendar month. Purchase proceeds do not represent the Master Fund’s capital or become the Master Fund’s assets until the first business day of the relevant calendar month.

 

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

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

12

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Federal Tax Information: It is the Master Fund’s policy to be classified as a partnership for U.S. federal income tax purposes. Each investor in the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses and the realized and unrealized gains or losses of the Master Fund. The Master Fund is expected to incur taxable income upon realization of some of its investments. For the period ended September 30, 2019, the total income tax benefit of $42,754 is included in the Consolidated Statement of Operations. As of September 30, 2019, the Master Fund does not have a deferred tax liability included in the Consolidated Statement of Assets and Liabilities. No other U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the investors are individually liable for the taxes on their allocated share of such income or gains of the Master Fund.

 

The Master Fund has adopted a tax-year end of September 30. The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2019, the tax years from the year 2016 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

 

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current year. The Master Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the period ended September 30, 2019, the Master Fund did not incur any interest or penalties.

 

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

 

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

 

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

 

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

 

13

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

 

Consolidation of Subsidiary: The consolidated financial statements include the financial position and the results of operations of the Master Fund and its wholly owned subsidiary, CPG TCG, a Delaware limited liability company. The wholly owned subsidiary has the same investment objective as the Fund. CPG TCG is used when the Master Fund has determined that owning certain investment funds within a domestic limited partnership structure would not be beneficial. As of September 30, 2019 the total value of investment held in the subsidiary is $8,718,733, or approximately 0.78% of the Fund’s net assets.

 

Fair Value of Financial Instruments: The fair value of the Master Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities. The Master Fund values its investments in investment funds at fair value in accordance with FASB ASC, Fair Value Measurement (“ASC 820”). See Note 3 for more information.

 

3.

PORTFOLIO VALUATION

 

ASC 820 defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Master Fund. Unobservable inputs reflect the Master Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation.

 

The three-tier hierarchy of inputs is summarized below:

 

 

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

 

 

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

 

 

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

 

Investments in Investment Funds are recorded at fair value, using the Investment Funds’ net asset value as a “practical expedient,” in accordance with ASC 820.

 

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

 

14

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

3.

PORTFOLIO VALUATION (continued)

 

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

 

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

 

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

 

The following table represents the inputs used to value the investments at fair value on the Consolidated Statement of Assets and Liabilities within the valuation hierarchy as of September 30, 2019:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments

                               

Primary Investments

  $     $     $        

Secondary Investments

                       

Co-Investments

                       

Direct Investments

                2,526,596       2,526,596  

Short-term investments

          116,294,299             116,294,299  

Total

  $     $ 116,294,299     $ 2,526,596     $ 118,820,895  

 

The Master Fund held Investment Funds with a fair value of $1,017,644,969, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of September 30, 2019, as investments in Investment Funds valued at net asset value, as a “practical expedient”, are not required to be included in the fair value hierarchy.

 

15

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

3.

PORTFOLIO VALUATION (continued)

 

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

 

 

 

Direct
Investments

   

Total

 

Balance as of April 1, 2019

  $ 2,466,596     $ 2,466,596  

Purchases

           

Sales

           

Realized Gain

           

Change in Unrealized Appreciation

    60,000       60,000  

Transfer In

           

Transfers Out

           

Balance as of September 30, 2019

  $ 2,526,596     $ 2,526,596  

 

The amount of the net unrealized appreciation for the period ended September 30, 2019 relating to investments in Level 3 assets still held as of September 30, 2019 is 60,000.

 

A listing of the unfunded commitments held by the Master Fund and their attributes, as of September 30, 2019, that qualify for these valuations are shown in the table below.

 

Investment
Category

Investment Strategy

 

Fair Value

   

Unfunded
Commitments

   

Remaining
Life
*

   

Redemption
Frequency
*

   

Notice
Period
(In Days)

   

Redemption
Restrictions
Terms
*

 

Buyout

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

  $ 559,270,046     $ 544,300,710       Up to 10 years       None       N/A       N/A  

Growth Capital

Investments in established companies with strong growth characteristics

    245,856,566       78,854,632       Up to 10 years       None       N/A       N/A  

Special Situations/ Other

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

    215,044,953       106,000,706       Up to 10 years       None       N/A       N/A  

 

*

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

 

16

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

4.

RELATED PARTY TRANSACTIONS AND OTHER

 

As of September 30, 2019, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.

 

The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Master Fund pays the Adviser a quarterly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the period ended September 30, 2019, the Adviser earned $6,770,185 of Management Fee which is included in the Consolidated Statement of Operations, of which $3,387,578 was payable as of September 30, 2019 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.

 

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

 

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

 

Effective January 1, 2019, each member of the Board who is not an “interested person” of the Master Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $15,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Master Fund related to Independent Directors for the period ended September 30, 2019 was $36,285, which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.

 

During the period ended September 30, 2019, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $19,265, which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.

 

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

 

5.

ADMINISTRATION AND CUSTODIAN FEES

 

ALPS Fund Services, Inc. serves as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. Prior to July 20, 2019, UMB Fund Services, Inc. served as administrator to the Master Fund. For their services, the Master Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2019, the total administration fees were $550,610 which is included in Accounting and administration fees in the Consolidated Statement of Operations, all of which was payable as of September 30, 2019 and is included in Accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities.

 

17

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

6.

INVESTMENTS

 

For the period ended September 30, 2019, total purchases and total proceeds from redemptions or other dispositions of investments, excluding short-term investments, amounted to $69,328,800 and $21,445,109, respectively.

 

The Investment Funds in which the Master Fund invests generally charge a management fee of 1.00% - 2.00% and approximately 20% of net profits as a carried interest allocation, generally subject to a preferred return and a claw back.

 

7.

ALLOCATION OF INVESTORS’ CAPITAL

 

As of the last day of each Fiscal Period (as defined below), any net profit or net loss for the Fiscal Period shall be allocated among and credited to or debited against the capital accounts of the investors in accordance with their respective Master Fund percentages for such Fiscal Period. Fiscal Period means the period commencing on the first date on or as of which an investor other than the organizational investor or the Adviser is admitted to the Master Fund, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (1) the last day of a fiscal year; (2) the day preceding any day as of which a contribution to the capital of the Master Fund is made; (3) the day as of which the Master Fund repurchases any Interest or portion of an Interest of any member; (4) the day as of which the Master Fund admits a substituted investor to whom an Interest (or portion thereof) of an investor has been transferred (unless there is no change of beneficial ownership); or (5) any other day as of which the Limited Liability Company agreement provides for any amount to be credited to or debited against the capital account of any investor, other than an amount to be credited to or debited against the capital accounts of all investors in accordance with their respective investment percentages.

 

8.

REPURCHASE OF INVESTORS’ INTERESTS

 

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

 

9.

CAPITAL CONTRIBUTIONS AND COMMITMENTS

 

As of September 30, 2019, the Master Fund had outstanding investment commitments to Investment Funds totaling $729,156,048. Nine Investment Funds have commitments denominated in Euros and one Investment Fund has commitments denominated in Japanese Yen. As of September 30, 2019, the unfunded commitments for these Investment Funds totaled €125,567,404 and ¥568,635,295, respectively. As of September 30, 2019, the exchange rate used for the conversion was 1.0982 USD/EUR and 106.383 JPY/USD, respectively. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.

 

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.

 

18

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2019

 

 

11.

CREDIT FACILITY

 

The Master Fund maintains a credit facility (the “Facility”) with a maximum borrowing amount of $50,000,000 which is secured by certain interests in Investment Funds. A fee of 0.25% per annum is payable monthly in arrears on the unused portion, while the interest rate charged on borrowings in the case of Eurodollar Rate Loans the ICE LIBOR Rate plus 2.00% and in the case of Prime Rate Loans the rate of interest per annum publicly announced or determined from time to time by Signature Bank as its prime rate in effect. For the period ended September 30, 2019, the Master Fund did not borrow under the Facility.

 

12.

SUBSEQUENT EVENTS

 

Subsequent events after September 30, 2019 have been evaluated through the date the financial statements were issued. During this period, capital contributions into the Master Fund for October 1, 2019 and November 1, 2019, equaled $5,311,300 and $2,818,995, respectively. There were no events or material transactions through the date the financial statements were issued.

 

19

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Other Information (Unaudited)
September 30, 2019

 

 

Proxy Voting

 

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

 

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

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Master Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) no more than 60 days after the Master Fund’s first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT, which has replaced Form N-Q. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. The Fund’s previous Form N-Q and Form N-PORT filings include a complete schedule of the Master Fund’s portfolio holdings as of the end of those fiscal quarters. The Master Fund’s Form N-Q and Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.

 

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

 

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

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1) Not applicable to semi-annual reports.

 

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(registrant) CPG Carlyle Commitments Master Fund, LLC  
     
By (Signature and Title)* /s/ Mitchell A. Tanzman  
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date December 9, 2019  

 

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

 

By (Signature and Title)* /s/ Mitchell A. Tanzman  
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date December 9, 2019  
     
By (Signature and Title)* /s/ Michael Mascis  
  Michael Mascis  
  (Principal Financial Officer)  
     
Date December 9, 2019  

 

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