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Form N-CSRS CPG Carlyle Commitments For: Sep 30

December 9, 2022 5:16 PM EST

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)

 

125 W. 55th Street

New York, New York 10019

(Address of principal executive offices) (Zip code)

 

Mitchell A. Tanzman

c/o Central Park Advisers, LLC

125 W. 55th Street

New York, New York 10019

(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, 2022

 

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

 

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

 

 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

(a) The Report to Shareholders is attached herewith.

 

CPG Carlyle Commitments Fund, LLC

 

 

 

Financial Statements
(Unaudited)

 

For the Period from April 1, 2022
to September 30, 2022

 

(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, 2022 to September 30, 2022 (Unaudited)

 

 

     

Statement of Assets and Liabilities

1

Statement of Operations

2

Statements of Changes in Net Assets

3-4

Statement of Cash Flows

5

Financial Highlights

6-7

Notes to Financial Statements

8-12

Other Information

13

Financial Statements of CPG Carlyle Commitments Master Fund, LLC*

Appendix A

 

*

For a description of CPG Carlyle Commitments Master Fund, LLC, into which the CPG Carlyle Commitments Fund, LLC invests substantially all of its assets, please see the consolidated financial statements of the CPG Carlyle Commitments Master Fund, LLC, included in Appendix A hereto, which should be read in conjunction with the financial statements of the CPG Carlyle Commitments Fund, LLC.

 

 

CPG Carlyle Commitments Fund, LLC

 

Statement of Assets and Liabilities (Unaudited)

September 30, 2022

 

 

Assets

       

Investment in CPG Carlyle Commitments Master Fund, LLC, at fair value (cost $487,654,410)

  $ 1,176,322,608  

Due from CPG Carlyle Commitments Master Fund, LLC

    13,875,303  

Cash

    12,713  

Prepaid Directors’ and Officer fees

    17,000  

Prepaid expenses and other assets

    372,589  

Total Assets

    1,190,600,213  
         

Liabilities

       

Payable for shares repurchased

    13,875,303  

Sub-placement agent fee payable

    1,058,509  

Transfer agent fees payable

    158,865  

Professional fees payable

    134,229  

Directors’ fees payable

    32,398  

Accounting and administration fees payable

    10,000  

Accounts payable and other accrued expenses

    8,836  

Total Liabilities

    15,278,140  

Net Assets

  $ 1,175,322,073  
         

Composition of Net Assets:

       

Paid-in capital

  $ 884,066,885  

Total distributable earnings

    291,255,188  

Net Assets

  $ 1,175,322,073  
         

Net Assets Attributable to:

       

Class A Units

  $ 689,534,469  

Class I Units

    485,787,604  
    $ 1,175,322,073  

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

       

Class A Units

    43,672,725  

Class I Units

    14,192,299  
      57,865,024  

Net Asset Value per Unit:

       

Class A Units*

  $ 15.79  

Class I Units

  $ 34.23  

 

*

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

 

See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.

 

1

 

 

CPG Carlyle Commitments Fund, LLC

 

Statement of Operations (Unaudited)

For the Six Months Ended September 30, 2022

 

 

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

       

Dividend income

  $ 10,943,902  

Interest income

    436,683  

Expenses

    (7,941,946 )

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

    3,438,639  
         

Expenses

       

Sub-placement agent fee

    2,065,860  

Transfer agent fees

    147,452  

Professional fees

    128,586  

Directors’ and Officer fees

    61,838  

Accounting and administration fees

    20,000  

Insurance expense

    14,089  

Custody fees

    11,705  

Other fees

    16,429  

Total Expenses

    2,465,959  
         

NET INVESTMENT INCOME

    972,680  
         

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

       

Net realized gain/(loss) from:

       

Investments and other foreign currency denominated assets and liabilities

    40,984,563  

Net change in unrealized appreciation/depreciation on:

       

Investments and other foreign currency denominated assets and liabilities

    (24,028,000 )

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

    16,956,563  
         

Net Increase in Net Assets Resulting from Operations

  $ 17,929,243  

 

See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.

 

2

 

 

CPG Carlyle Commitments Fund, LLC

 

Statements of Changes in Net Assets

 

 

 

 

 

For the Six
Months Ended
September 30, 2022
(Unaudited)

   

For the
Year Ended
March 31, 2022

 

Changes in Net Assets Resulting from Operations

               

Net investment income

  $ 972,680     $ 1,592,672  

Net realized gain from investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC

    40,984,563       88,732,487  

Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC

    (24,028,000 )     87,906,434  

Net Change in Net Assets Resulting from Operations

    17,929,243       178,231,593  
                 

Distributions to investors

               

Class A Units

          (65,727,095 )

Class I Units

          (42,383,849 )

Net Change in Net Assets from Distributions to Investors

          (108,110,944 )
                 

Change in Net Assets Resulting from Capital Transactions

               

Class A Units

               

Capital contributions

    4,250,168       10,517,653  

Reinvested distributions

          60,158,619  

Capital withdrawals

    (18,873,352 )     (40,994,143 )

Exchanges

          (3,099,789 )

Total Class A Units Transactions

    (14,623,184 )     26,582,340  
                 

Class I Units

               

Capital contributions

    21,076,207       38,563,858  

Reinvested distributions

          39,771,782  

Capital withdrawals

    (12,541,525 )     (27,551,158 )

Exchanges

          3,099,789  

Total Class I Units Transactions

    8,534,682       53,884,271  

Net Change in Net Assets Resulting from Capital Transactions

    (6,088,502 )     80,466,611  
                 

Total Net increase in Net Assets

    11,840,741       150,587,260  
                 

Net Assets

               

Beginning of period

    1,163,481,332       1,012,894,072  

End of period

  $ 1,175,322,073     $ 1,163,481,332  

 

3

 

 

CPG Carlyle Commitments Fund, LLC

 

Statements of Changes in Net Assets (Continued)

 

 

 

 

For the
Six Months Ended
September 30, 2022
(Unaudited)

   

For the
Year Ended
March 31, 2022

 

Unit Activity

               

Class A Units

               

Capital contributions

    275,219       677,914  

Reinvested distributions

          4,071,815  

Capital withdrawals

    (1,204,804 )     (2,593,850 )

Exchanges

          (201,642 )

Net Change in Class A Units Outstanding

    (929,585 )     1,954,237  
                 

Class I Units

               

Capital contributions

    629,408       1,166,420  

Reinvested distributions

          1,250,453  

Capital withdrawals

    (369,943 )     (810,572 )

Exchanges

          93,902  

Net Change in Class I Units Outstanding

    259,465       1,700,203  
                 

Total Change in Units Outstanding

    (670,120 )     3,654,440  

 

See accompanying Notes to Financial Statements and attached Consolidated Financial Statements of CPG Carlyle Commitments Master Fund, LLC.

 

4

 

 

CPG Carlyle Commitments Fund, LLC

 

Statement of Cash Flows (Unaudited)

For the Six Months Ended September 30, 2022

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net increase in net assets resulting from operations

  $ 17,929,243  

Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:

       

Net realized gain on investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC,

    (40,984,563 )

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

    24,028,000  

Proceeds from sale of investment securities

    (3,441,584 )

Subscriptions of interests in CPG Carlyle Commitments Master Fund, LLC

    (23,336,141 )

Sales of interests in CPG Carlyle Commitments Master Fund, LLC

    32,280,951  

(Increase)/Decrease in assets:

       

Due from CPG Carlyle Commitments Master Fund, LLC

    (250,898 )

Prepaid Directors’ and Officer fees

    15,440  

Prepaid expenses and other assets

    (365,840 )

Increase/(Decrease) in liabilities:

       

Due to CPG Carlyle Commitments Fund

    (657,000 )

Sub-placement agent fee payable

    21,799  

Transfer agent fees payable

    20,754  

Professional fees payable

    (108,078 )

Directors’ fees payable

    32,398  

Accounts payable and other accrued expenses

    8,836  

Net cash provided by operating activities

    5,193,317  
         

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Proceeds from capital contributions, including capital contributions received in advance

    25,326,375  

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

    (31,163,979 )

Net cash used in financing activities

    (5,837,604 )
         

Net Change in cash

    (644,287 )

Cash at beginning of period

  $ 657,000  

Cash at end of period

  $ 12,713  

 

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

   

For the Six
Months Ended
September 30,
2022

   

For the Years Ended March 31

 

 

 

(Unaudited)

   

2022

   

2021

   

2020

   

2019

   

2018

 

PER UNIT OPERATING PERFORMANCE:

                                               

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 15.58     $ 14.71     $ 11.41     $ 12.75     $ 12.57     $ 13.03  

Activity from investment operations:(1)

                                               

Net investment income/(loss)

    (0.01 )(2)     (0.01 )(2)     (0.12 )(2)     (0.06 )(2)     0.08       (0.02 )

Net realized and unrealized gain/(loss)

    0.22       2.48       3.52       (1.07 )     0.36       1.32  

Total from investment operations

    0.21       2.47       3.40       (1.13 )     0.44       1.30  
                                                 

Distributions to investors

                                               

From net investment income

          (0.21 )           (0.21 )            

From net realized gains

          (1.39 )     (0.10 )           (0.26 )     (1.76 )

Total distributions to investors

          (1.60 )     (0.10 )     (0.21 )     (0.26 )     (1.76 )
                                                 

NET ASSET VALUE, END OF PERIOD

  $ 15.79     $ 15.58     $ 14.71     $ 11.41     $ 12.75     $ 12.57  
                                                 

Net assets, end of period (in thousands)

  $ 689,534     $ 695,112     $ 627,188     $ 584,860     $ 724,319     $ 712,303  
                                                 

Ratios/Supplemental Data:

                                               

Ratios to average net assets

                                               

Net investment income/(loss)

    (0.08 )%(3)     (0.09 )%     (0.94 )%     (0.46 )%     0.63 %     (0.38 )%

Total Expenses(4)

    2.02 %(3)     2.08 %     2.07 %     2.22 %     2.12 %     2.13 %

Portfolio turnover rate (Master Fund)(5)

    11.70 %     0.10 %     0.00 %     2.79 %     5.59 %     0.35 %

Total Return(6)

    1.40 %     17.43 %     29.99 %     (9.05 )%     3.45 %     8.48 %

 

(1)

Selected data is for a single unit outstanding throughout the period.

 

(2)

Based on average shares outstanding during the period.

 

(3)

Net investment income/(loss) and total expenses are annualized for periods less than one full year.

 

(4)

Included in the above ratio are other expenses of 0.22% as of September 30, 2022, 0.26% as of March 31, 2022, 0.27% as of March 31, 2021, 0.18% as of March 31, 2020, 0.32% as of March 31, 2019, and 0.33% as of March 31, 2018.

 

(5)

Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

(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 and adjusted for cash flows related to capital contributions and withdrawals during the year. Total returns shown exclude the 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

   

For the Six
Months Ended
September 30,
2022

   

For the Years Ended March 31

 

 

 

(Unaudited)

   

2022

   

2021

   

2020

   

2019

   

2018

 

PER UNIT OPERATING PERFORMANCE:

                                               

NET ASSET VALUE, BEGINNING OF PERIOD

  $ 33.62     $ 31.53     $ 24.32     $ 27.01     $ 26.47     $ 27.28  

Activity from investment operations:(1)

                                               

Net investment income/(loss)

    0.09 (2)      0.17 (2)      (0.09 )(2)     0.04 (2)      0.34       0.09  

Net realized and unrealized gain/(loss)

    0.52       5.36       7.52       (2.28 )     0.75       2.80  

Total from investment operations

    0.61       5.53       7.43       (2.24 )     1.09       2.89  
                                                 

Distributions to investors

                                               

From net investment income

          (0.46 )           (0.45 )            

From net realized gains

          (2.98 )     (0.22 )           (0.55 )     (3.70 )

Total distributions to investors

          (3.44 )     (0.22 )     (0.45 )     (0.55 )     (3.70 )
                                                 

NET ASSET VALUE, END OF PERIOD

  $ 34.23     $ 33.62     $ 31.53     $ 24.32     $ 27.01     $ 26.47  
                                                 

Net assets, end of period (in thousands)

  $ 485,788     $ 468,370     $ 385,706     $ 341,423     $ 382,183     $ 331,098  
                                                 

Ratios/Supplemental Data:

                                               

Ratios to average net assets

                                               

Net investment income/(loss)

    0.52 %(3)     0.51 %     (0.35 )%     0.13 %     1.24 %     0.24 %

Total Expenses(4)

    1.42 %(3)     1.47 %     1.48 %     1.61 %     1.52 %     1.53 %

Portfolio turnover rate (Master Fund)(5)

    2.00 %     0.10 %     0.00 %     2.79 %     5.59 %     0.35 %

Total Return(6)

    1.69 %     18.14 %     30.79 %     (8.48 )%     4.07 %     9.13 %

 

(1)

Selected data is for a single unit outstanding throughout the period.

 

(2)

Based on average shares outstanding during the period.

 

(3)

Net investment income/(loss) and total expenses are annualized for periods less than one full year.

 

(4)

Included in the above ratio are other expenses of 0.22% as of September 30, 2022, 0.26% as of March 31, 2022, 0.27% as of March 31, 2021, 0.18% as of March 31, 2020, 0.32% as of March 31, 2019, and 0.33% as of March 31, 2018.

 

(5)

Portfolio turnover for periods less than one year are not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.

 

(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 and adjusted for cash flows related to capital contributions and withdrawals during the year. Total returns shown exclude the 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, 2022

 

 

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 invests substantially all of its assets in the limited liability company interests (“Interests”) in CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”), a limited liability company organized under the laws of the State of Delaware, which is also registered under the 1940 Act. The Master Fund invests predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), co-investments and direct investments sponsored by, or affiliated with The Carlyle Group L.P. and its affiliates with an emphasis on private equity funds as more fully described in the Fund’s Confidential Memorandum as amended or supplemented from time to time. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Fund’s private equity investments, therefore, generally consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Fund’s net asset value. The Fund’s and Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended.

 

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

 

The Fund is a feeder fund in a master-feeder structure. As of September 30, 2022, 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 of beneficial interest (“Units”), Class A Units and Class I Units, which differ in their respective sales load (the “Placement Fee”) and Sub-Placement Agent Fee (as defined below). Each class of Units may be purchased as of the first business day of each calendar month based upon its respective then-current net asset value. Investors’ funds are held in escrow prior to each closing date. Class A Unit investors may be charged a Placement Fee up to a maximum of 3.50% on the amount they invest. No placement fee is charged on purchases of Class I Units. Class A Units are subject to an ongoing fee for distribution services and related sales support services (the “Sub-Placement Agent Fee”) at an annualized rate of 0.60% of the aggregate net assets of the Fund attributable to Class A Units. Class I Units are not subject to the Sub-Placement Agent Fee.

 

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

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

8

 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

 

Federal Tax Information: It is the Fund’s policy to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply with the provisions of the Code applicable to RICs and to distribute annually to its investors substantially all of its net investment income and net realized gain on investments, if any, earned each year. In addition, the Fund intends to distribute sufficient income and gains each year so as to not be subject to U.S. Federal excise tax on certain undistributed amounts. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.

 

The Fund has adopted a tax year end of September 30 (the “Tax Year”). As such, the Fund’s tax basis capital gains and losses will only be determined at the end of each Tax Year. Accordingly, tax basis distributions made during the 12 months ended March 31, 2023, but after the Tax Year ended September 30, 2022, will be reflected in the notes to the Fund’s financial statements for the fiscal year ending March 31, 2023.

 

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. Tax Years 2022, 2021 and 2020 remain subject to examination by the U.S. taxing authorities. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the period ended September 30, 2022, the Fund did not incur any interest or penalties.

 

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

 

There were no distributions paid for the period ended September 30, 2022.

 

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

 

Allocations from the Master Fund: In accordance with U.S. GAAP, the Fund, as the holder of Interests in the Master Fund, records in its financial statements its allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation in the Master Fund.

 

Investment Transactions: Expenses that are specifically attributed to the Fund are accrued and charged to the Fund. Although the Fund bears its proportionate share of the management fees paid by the Master Fund, the Fund pays no direct management fee to the Adviser.

 

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

 

9

 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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.

 

Investment in the Master Fund: The Fund records its investment in the Master Fund at fair value, which is represented by the Fund’s Units held in the Master Fund valued at the per unit net asset value.

 

FASB Accounting Standards Codification 820, Fair Value Measurement provides a single definition of fair value and expanded disclosures about fair value measurements.

 

Valuation of Investment Funds held by the Master Fund is discussed in the notes to the Master Fund’s consolidated financial statements. The performance of the Fund is directly affected by the performance of the Master Fund. The consolidated financial statements of the Master Fund, which are attached, are an integral part of these financial statements. Refer to the accounting policies disclosed in the consolidated financial statements of the Master Fund for additional information regarding significant accounting policies that affect the Fund.

 

3.

RELATED PARTY TRANSACTIONS AND OTHER

 

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, 2019, each member of the Board who is not an “interested person” of the Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $15,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Fund related to Independent Directors for the period ended September 30, 2022 were $39,082, which is included in Directors’ and Officer Fees in the Statement of Operations.

 

During the period ended September 30, 2022, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $22,756 which is included in the Directors’ and Officer Fees in the Statement of Operations.

 

Certain officers and the interested director of the Fund are also Officers of the Adviser and are registered representatives of Delaware Distributers, L.P. (“DDLP”).

 

4.

ADMINISTRATION, CUSTODIAN FEES AND DISTRIBUTION

 

SS&C Technologies and its affiliates DST Asset Manager Solutions, Inc. and ALPS Fund Services, Inc. serve as administrator (the “Administrator”) to the Fund and provide certain accounting, administrative, record keeping and investor related services. For their services, the Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2022, the total administration fees were $20,000 which is included as Accounting and administration fees in the Statement of Operations, $10,000 of which was payable and is included as Accounting and administration fees payable in the Statement of Assets and Liabilities at September 30, 2022.

 

10

 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

4.

ADMINISTRATION, CUSTODIAN FEES AND DISTRIBUTION (continued)

 

On March 24, 2022, the Board appointed DDLP as the placement agent (the “Placement Agent”) of the Fund, effective April 1, 2022. DDLP is, as of such date, an affiliate of the Adviser, both of which are indirect subsidiaries of Macquarie Management Holdings, Inc. (“Macquarie”). Under the terms of the Placement Agent Agreement, the Placement Agent is authorized to retain sub-placement agents for distribution services and to provide related sales support services to Investors. The Fund 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 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, 2022, the total Sub-Placement Agent Fee was $2,065,860, of which $1,058,509 was payable at September 30, 2022.

 

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

 

6.

INDEMNIFICATION

 

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

 

7.

IMPACTS OF COVID-19

 

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic has resulted in substantial market volatility and may continue to impact the Fund’s performance going forward.

 

11

 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited) (continued)
September 30, 2022

 

 

8.

SUBSEQUENT EVENTS

 

Subsequent events after September 30, 2022 have been evaluated through the date the financial statements were issued. Subscriptions into the Fund for October 1, 2022 and November 1, 2022, equaled $495,000 and $240,800 for Class A Units and $1,235,000 and $1,274,220 for Class I Units, respectively.

 

12

 

 

CPG Carlyle Commitments Fund, LLC

 

Other Information (Unaudited)

September 30, 2022

 

 

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 http://www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) no more than 60 days after the Fund’s first and third fiscal quarters of each fiscal year as an exhibit to its reports on Form N-PORT, which replaced Form N-Q. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. The Fund’s Form N-Q filings (prior to the reporting period ending March 31, 2019} and Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.

 

13

 

 

 

CPG Carlyle Commitments Master Fund, LLC

 

 

 

Consolidated Financial Statements
(Unaudited)

 

For the Period From April 1, 2022
to September 30, 2022

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Table of Contents
For the Period Ended April 1, 2022 to September 30, 2022 (Unaudited)

 

 

   

Consolidated Schedule of Investments

1-7

Consolidated Statement of Assets and Liabilities

8

Consolidated Statement of Operations

9

Consolidated Statements of Changes in Net Assets

10

Consolidated Statement of Cash Flows

11

Consolidated Financial Highlights

12

Notes to Consolidated Financial Statements

13-21

Other Information

22

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)
September 30, 2022

 

 

Investment Funds (87.81%)

 

Geographic
Region

   

Acquisition
Date

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

Co-Investments (14.22%)

                                       

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

    Asia/Pacific       9/28/2018     $ 10,296,062     $ 15,371,950       1.31 %

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

    North America       2/15/2018       4,325,267       33,046,680       2.81 %

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

    Asia/Pacific       6/29/2018       15,583,198       15,280,049       1.30 %

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

    North America       10/15/2013       1,573,260       2,307,150       0.20 %

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

    Asia/Pacific       11/11/2016       125,679       358,865       0.03 %

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

    South America       9/30/2015       10,703,209       17,400,164       1.48 %

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

    Asia/Pacific       9/30/2015       9,180,000       7,986,618       0.68 %

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

    North America       12/28/2017       0       1,139,753       0.10 %

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

    North America       9/12/2016       5,700,325       6,886,242       0.59 %

Matador Co-Investment SCSp(a)(b)(c)

    Europe       9/30/2019       5,284,161       6,085,158       0.52 %

Nash Coinvestment, L.P.(a)(b)(c)

    Africa       10/10/2017       7,075,833       9,224,741       0.78 %

Neptune Coinvestment, L.P.(a)(b)(c)

    Europe       6/23/2017       4,492,463       18,907,993       1.61 %

Reciprocal Capital Holdings, LLC(a)(b)(c)

    Asia/Pacific       1/30/2018       14,240,022       33,323,038       2.83 %

Total Co-Investments

    88,579,479       167,318,401          
                                         

Primary Investments (42.39%)

                                       

AlpInvest Atom Fund (Onshore), L.P. (a)(b)(c)

    North America       1/8/2022       2,600,000       2,996,493       0.25 %

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

    North America       11/13/2017       17,245,424       32,614,330       2.77 %

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

    Asia/Pacific       5/23/2016       11,754,151       6,392,484       0.54 %

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

    Asia/Pacific       5/25/2014       31,850,764       29,268,556       2.49 %

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

    Asia/Pacific       10/30/2017       54,783,250       58,258,542       4.95 %

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

    Europe       4/23/2018       26,087,664       28,864,895       2.45 %

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

    Europe       3/28/2015       12,713,144       13,679,000       1.16 %

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

    Europe       11/30/2018       21,808,349       34,203,635       2.91 %

Carlyle Europe Technology Partners V, S.C.Sp.(a)(b)(c)

    Europe       1/28/2022       0       (833,562 )     (0.07 )%

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

    Global       6/30/2014       6,105,885       9,449,682       0.80 %

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

    Global       6/30/2017       22,254,844       31,622,287       2.69 %

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

    Global       11/30/2018       7,435,068       8,006,368       0.68 %

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

    Global       3/12/2014       26,851,136       32,600,115       2.77 %

Carlyle Partners VI, L.P.(a)(b)(c)

    North America       9/20/2013       8,004,349       10,672,119       0.91 %

Carlyle Partners VII, L.P.(a)(b)(c)

    North America       11/29/2017       100,842,558       112,134,325       9.53 %

Carlyle Partners VIII, L.P.(a)(b)(c)

    North America       9/10/2021       14,922,246       13,544,714       1.15 %

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

    North America       4/17/2017       7,379,389       1,300,152       0.11 %

 

1

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Investment Funds (87.81%) (continued)

 

Geographic
Region

   

Acquisition
Date

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

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

    Europe       6/6/2019     $ 9,116,277     $ 10,440,166       0.89 %

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

    North America       10/1/2016       13,125,000       13,122,753       1.12 %

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

    North America       3/31/2016       5,070,603       8,547,002       0.73 %

Riverside Capital Appreciation Fund VII, L.P.(a)(b)(c)

    North America       9/16/2019       3,649,086       5,105,033       0.43 %

’Riverside Micro-Cap Fund VI, L.P.(a)(b)(c)

    North America       0       996,293       662,231       0.06 %

Spring Bridge Partners, L.P.(a)(b)(c)

    North America       9/17/2019       5,227,447       13,086,139       1.11 %

Tiger Global Private Investment Partners XV, L.P.(a)(b)(c)

    North America       3/18/2022       8,333,794       7,966,139       0.68 %

Vitruvian Investment Partnership IV(a)(b)(c)

    Europe       8/31/2020       6,759,213       5,956,285       0.51 %

Warburg Pincus Financial Sector II, L.P.(a)(b)

    North America       0       7,250,000       8,972,247       0.76 %

Total Primary Investments

    432,165,934       498,632,130          
                                         

Secondary Investments (31.20%)

                                       

Access Holdings (FPG), L.P.(a)(b)(c)

    North America       7/22/2021       7,350,201       9,374,393       0.80 %

AE Industrial Partners Extended Value Fund, L.P.(a)(b)(c)

    North America       6/2/2021       1,835,865       2,122,828       0.18 %

ASP Helios III, L.P.(a)(b)(c)

    Europe       4/29/2022       13,677,974       16,597,433       1.41 %

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

    North America       9/30/2016       0       28,627       0.00 %(d)

Blue Point Capital Partners II, L.P.(a)(b)(c)

    North America       10/23/2020       0       184,263       0.02 %

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

    South America       4/2/2014       139,365       39,479       0.00 %(d)

Brentwood Associates Opportunities Fund, L.P.(a)(b)(c)

    North America       4/1/2021       4,179,470       6,645,964       0.56 %

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

    Asia/Pacific       4/2/2014       298,584       10,353       0.00 %(d)

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

    Asia/Pacific       4/2/2014       127,118       129,967       0.01 %

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

    Asia/Pacific       4/2/2014       1,051       121,379       0.01 %

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

    Asia/Pacific       12/30/2014       673,103       1,891,130       0.16 %

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

    Asia/Pacific       12/31/2018       0       2,652,903       0.23 %

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

    Asia/Pacific       5/24/2017       1,299,425       1,075,055       0.09 %

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

    Europe       10/31/2017       333,348       238,686       0.02 %

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

    North America       9/30/2016       0       1,426,104       0.12 %

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

    Europe       4/2/2014       765,291       18,653       0.00 %(d)

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

    Europe       7/1/2013       833,413       694,050       0.06 %

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

    Europe       4/2/2014       2,404,767       134,312       0.01 %

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

    Europe       4/2/2014       23,009       2,944       0.00 %(d)

 

2

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Investment Funds (87.81%) (continued)

 

Geographic
Region

   

Acquisition
Date

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

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

    Europe       12/31/2018     $ 0     $ 34,065       0.00 %(d)

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

    Europe       1/24/2022       9,842,668       7,599,462       0.65 %

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

    Europe       1/24/2022       4,788,364       5,132,296       0.44 %

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

    Global       4/2/2014       1,624       789       0.00 %(d)

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

    Global       12/31/2017       1,459,251       4,271,018       0.36 %

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

    Global       6/30/2014       0       372,968       0.03 %

Carlyle Infrastructure Partners, L.P.(a)(b)(c)

    North America       8/29/2014       1,418,216       473,515       0.04 %

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

    Global       12/29/2017       6,543,492       7,606,693       0.65 %

Carlyle MENA Partners, L.P.(a)(b)(c)

    Middle East/North Africa       9/28/2018       177,913       350,076       0.03 %

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

    North America       12/30/2015       7,568,929       474,942       0.04 %

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

    North America       4/2/2014       653,979       748,680       0.06 %

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

    North America       6/28/2013       9,852,234       14,489,824       1.23 %

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

    North America       8/31/2014       201,629       216,848       0.02 %

Carlyle Partners VI, L.P.(a)(b)(c)

    North America       7/6/2016       0       4,567,980       0.39 %

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

    North America       10/11/2017       7,927       9,158       0.00 %(d)

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

    North America       4/25/2018       117,269       199,248       0.02 %

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

    South America       10/31/2017       2,369,550       2,377,280       0.20 %

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

    North America       8/16/2013       237,368       125,025       0.01 %

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

    North America       8/16/2013       4,323,504       3,148,544       0.27 %

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

    North America       4/2/2014       1,533       116,178       0.01 %

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

    North America       3/4/2016       2,892       21,983       0.00 %(d)

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

    North America       3/15/2019       118       71,530       0.01 %

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

    North America       3/20/2018       4,581,310       5,450,632       0.46 %

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

    North America       12/31/2018       0       82,512       0.01 %

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

    North America       4/2/2014       264,521       9,221       0.00 %(d)

Carlyle/Riverstone Global Energy & Power Fund III, L.P.(a)(b)(c)

    North America       9/30/2014       2,054,152       133,231       0.01 %

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

    North America       7/1/2018       0       1,294,081       0.11 %

 

3

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Investment Funds (87.81%) (continued)

 

Geographic
Region

   

Acquisition
Date

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

Cerberus Institutional Partners, L.P. - Series 4(a)(b)(c)

    North America       10/17/2019     $ 0     $ 44,342       0.00 %(d)

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

    North America       7/1/2018       0       251,837       0.02 %

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

    North America       6/13/2016       0       141,771       0.01 %

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

    North America       7/1/2018       0       107,404       0.01 %

Euro Wagon II, L.P.(a)(b)(c)

    North America       7/1/2016       0       84,226       0.01 %

FB HA Holdings, L.P.(a)(b)(c)

    North America       8/30/2021       5,042,548       5,003,125       0.43 %

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

    North America       3/29/2019       0       2,027,841       0.17 %

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

    North America       10/4/2017       0       6,621       0.00 %(d)

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

    North America       7/1/2018       148,676       41,303       0.00 %(d)

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

    North America       7/1/2018       619,493       164,238       0.01 %

Icon Software Partners, L.P. (Class B)(a)(b)(c)

    North America       9/1/2020       23,917       9,654,109       0.82 %

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

    North America       12/30/2015       1,878,312       1,878,462       0.16 %

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

    North America       4/10/2018       0       2,563,481       0.22 %

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

    North America       4/10/2018       0       1,006,968       0.09 %

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

    North America       4/10/2018       5,964,085       6,058,439       0.52 %

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

    North America       4/10/2018       1,327,464       3,243,002       0.28 %

LEP Opportunities II L.P(a)(b)

            0       12,087,737       12,000,000       1.02 %

MENA Coinvestment, L.P.(a)(b)(c)

    Middle East/North Africa       4/2/2014       262,101       402,260       0.03 %

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

    Middle East/North Africa       12/31/2017       6,615,583       2,795,513       0.24 %

New Enterprise Associates 10, L.P.(a)(b)(c)

    North America       4/5/2017       0       124,761       0.01 %

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

    North America       9/30/2016       0       17,276       0.00 %(d)

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

    North America       12/29/2014       20,452,401       16,761,593       1.42 %

OCM Opportunities Fund VII (Cayman), Ltd.(a)(b)(c)

    North America       10/17/2019       97,255       149,446       0.01 %

OCM Opportunities Fund VII, L.P.(a)(b)(c)

    North America       10/17/2019       8,734       13,645       0.00 %(d)

OCM Opportunities Fund VIIb (Cayman), Ltd.(a)(b)(c)

    North America       10/17/2019       139       9,989       0.00 %(d)

OCM Opportunities Fund VIIb, L.P.(a)(b)(c)

    North America       10/17/2019       0       918       0.00 %(d)

Passero 18, L.P.(a)(b)(c)

    North America       6/22/2018       23,503,136       54,994,172       4.68 %

Pegasus WSJLL Fund, L.P.(a)(b)(c)

    North America       12/15/2021       12,841,594       12,662,602       1.08 %

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

    North America       10/16/2017       0       3,654       0.00 %(d)

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

    North America       10/16/2017       0       19,527       0.00 %(d)

Revelstoke EPIC Fund I, L.P.(a)(b)(c)

    North America       8/26/2019       13,224,915       29,720,702       2.53 %

 

4

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Investment Funds (87.81%) (continued)

 

Geographic
Region

   

Acquisition
Date

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

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

    North America       5/1/2019     $ 103,340     $ 11,578,261       0.98 %

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

    North America       9/30/2014       17,838,368       8,756,229       0.74 %

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

    North America       9/30/2014       5,215,569       110,712       0.01 %

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

    North America       11/12/2014       741,760       49,821       0.00 %(d)

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

    North America       8/30/2018       139,638       171,294       0.01 %

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

    North America       8/30/2018       31,882       32,050       0.00 %(d)

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

    North America       9/30/2016       0       7,826       0.00 %(d)

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

    North America       12/31/2016       1,832,025       3,867,908       0.33 %

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

    North America       12/31/2016       122,510       253,727       0.02 %

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

    North America       12/31/2016       1,917,818       15,867,046       1.35 %

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

    North America       12/31/2016       168,691       1,328,902       0.11 %

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

    North America       7/1/2018       212,242       315,082       0.03 %

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

    North America       7/1/2018       100,074       148,563       0.01 %

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

    North America       7/1/2018       46,348       68,806       0.01 %

TPG AAF Partners N-A, L.P.(a)(b)(c)

    North America       6/22/2021       4,897,285       6,068,213       0.52 %

Vitruvian Inv. Partnership I Continuation Fund(a)(b)(c)

    Europe       8/7/2019       10,409,062       13,540,274       1.15 %

Warburg Pincus Energy, L.P.(a)(b)(c)

    North America       9/28/2018       1,841,385       2,597,794       0.22 %

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

    Asia/Pacific       9/29/2017       25,287,264       18,584,586       1.58 %

Warrior Buyer Holdings, LLC(a)(b)(c)

    North America       10/2/2018       20,985,547       17,012,399       1.45 %

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

    North America       7/1/2016       0       1,883,211       0.16 %

Total Secondary Investments

    286,399,325       366,962,233          

Total Investment Funds

  $ 807,144,738     $ 1,032,912,764          

 

Direct Investments (0.22%)

 

Geographic
Region

   

Acquisition
Date

   

Shares/Par
Value

   

Cost

   

Fair
Value

   

Percentage of
Net Assets

 

Interlink Maritime Corp.(a)(c)(e)

    North America       6/13/2014       80,000     $ 2,606,593     $ 2,610,544       0.22 %

Total Direct Investments

  $ 2,606,593     $ 2,610,544          

 

5

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Short-Term Investments (12.51%)

 

Cost

   

Fair
Value

 

Money Market Funds (12.51%)

               

Federated Hermes U.S. Treasury Cash Reserves, Class Institutional, 0.57%(f)

  $ 39,300,242     $ 39,300,242  

Fidelity Treasury Only Money Market Fund, 0.48%(f)

    34,333,569       34,333,569  

Goldman Sachs Financial Square Treasury Instruments Fund, Class Institutional, 0.60%(f)

    34,333,569       34,333,569  

JP Morgan 100% U.S. Treasury Securities Money Market Fund, Class I, 0.56%(f)

    34,333,569       34,333,569  

Morgan Stanley Institutional Liquidity Fund, Class I, 0.66%(f)

    4,869,094       4,869,094  

Total Money Market Funds

    147,170,043       147,170,043  

Total Short-Term Investments

  $ 147,170,043     $ 147,170,043  
                 

Total Investments (100.54%)

  $ 956,921,375     $ 1,182,693,351  

Liabilities in Excess of Other Assets (-0.54%)

    (6,370,275 )

Net Assets (100.00%)

  $ 1,176,323,076  

 

(a)

Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale. For investments that were acquired through multiple transactions, the acquisition date represents the initial acquisition date of the Fund’s investment in the position. Total fair value of restricted securities amounts to $1,035,523,308, which represents 88.03% of net assets as of September 30, 2022.

 

(b)

The Fund held unfunded commitments in the investment as of September 30, 2022. Total unfunded commitments amount to $442,685,351 as of September 30, 2022.

 

(c)

Non-income producing security.

 

(d)

Rounds to less than 0.005%

 

(e)

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 $2,610,544.

 

(f)

The rate shown is the annualized 7-day yield as of September 30, 2022.

 

OUTSTANDING FORWARD FOREIGN CURRENCY CONTRACTS

 

Counterparty

 

Settlement Date

   

Fund Receiving

   

U.S. $ Value at
September 30,
2022

   

Fund
Delivering

   

U.S. $ Value at
September 30,
2022

   

Unrealized
Appreciation/
(Depreciation)

 

FXC

    12/21/22       USD       19,406,105       BRL       18,653,547     $ 752,558  
                                            $ 752,558  

 

6

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2022

 

 

Investments as of September 30, 2022

 

Private Equity Type

 

Percent of
Total Net Assets

 

Investment Funds

       

Co-Investments

    14.22 %

Primary Investments

    42.39 %

Secondary Investments

    31.20 %

Total Investment Funds

    87.81 %

Direct Investments

    0.22 %

Short-Term Investments

       

Money Market Fund

    12.51 %

Total Investments

    100.54 %

Liabilities in excess of other assets

    (0.54 %)

Total Net Assets

    100.00 %

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Assets and Liabilities (Unaudited)
September 30, 2022

 

 

Assets

       

Investments, at fair value (Cost $956,921,375)

  $ 1,182,693,351  

Cash

    6,772,667  

Cash denominated in foreign currencies (Cost $2,711,497)

    2,576,268  

Interest receivable

    9,959  

Dividends receivable

    566,302  

Receivable for distributions from Investment Funds

    19,670,559  

Unrealized appreciation on forward foreign currency contracts

    752,558  

Prepaid expenses and other assets

    13,927  

Total Assets

    1,213,055,591  
         

Liabilities

       

Payable for contributions to Investment Funds, not yet settled

    18,660,754  

Payable for shares repurchased, due to Feeder Fund

    13,875,303  

Payable to Adviser

    3,542,282  

Professional fees payable

    215,284  

Accounting and administration fees payable

    193,268  

Directors’ and Officer fees payable

    15,398  

Accounts payable and other accrued expenses

    230,226  

Total Liabilities

    36,732,515  

Net Assets

  $ 1,176,323,076  
         

Composition of Net Assets

       

Paid-in capital

  $ 487,659,024  

Total distributable earnings

    688,664,052  

Net Assets

  $ 1,176,323,076  

 

See accompanying Notes to Consolidated Financial Statements

 

8

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Operations (Unaudited)
For the Six Months Ended September 30, 2022

 

 

Investment Income

       

Dividend income

  $ 10,943,902  

Interest income

    436,683  

Investment Income

    11,380,585  
         

Expenses

       

Management fee

    7,031,008  

Accounting and administration fees

    453,356  

Professional fees

    226,676  

Directors’ and Officer fees

    61,838  

Custody fees

    42,049  

Insurance expense

    14,088  

Other fees

    112,931  

Total Expenses

    7,941,946  
         

NET INVESTMENT INCOME

    3,438,639  
         

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

       

Net realized gain/(loss) from:

       

Investments

    42,307,151  

Foreign currency

    (1,129,667 )

Net change in unrealized appreciation/depreciation on:

       

Investments

    (26,937,492 )

Foreign currency

    2,716,571  

Net Realized Gain and Change in Unrealized Appreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities, and Income Tax Expense

    16,956,563  
         

Net Increase in Net Assets Resulting from Operations

  $ 20,395,202  

 

See accompanying Notes to Consolidated Financial Statements

 

9

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statements of Changes in Net Assets

 

 

 

 

For the Six
Months Ended
September 30, 2022
(Unaudited)

   

For the
Year Ended
March 31, 2022

 

Changes in Net Assets Resulting from Operations

               

Net investment income

  $ 3,438,639     $ 6,627,920  

Net realized gain from investments and other foreign currency denominated assets and liabilities

    40,984,563       88,732,487  

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

    (24,028,000 )     87,906,434  

Net Change in Net Assets Resulting from Operations

    20,395,202       183,266,841  
                 

Change in Net Assets Resulting from Capital Transactions

               

Capital contributions

    23,336,141       49,838,875  

Capital withdrawals

    (32,280,951 )     (82,340,766 )

Net Change in Net Assets Resulting from Capital Transactions

    (8,944,810 )     (32,501,891 )
                 

Total Net Increase in Net Assets

    11,450,392       150,764,950  
                 

Net Assets

               

Beginning of period

    1,164,872,684       1,014,107,734  

End of period

  $ 1,176,323,076     $ 1,164,872,684  

 

See accompanying Notes to Consolidated Financial Statements

 

10

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended September 30, 2022

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net increase in net assets resulting from operations

  $ 20,395,202  

Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:

       

Net realized gain from investments

    (42,114,230 )

Net change in unrealized appreciation on investments

    26,744,571  

Purchases of Investment Funds

    (44,088,970 )

Capital distributions received from Investment Funds

    27,626,925  

Net sales of short-term investments

    25,729,197  

(Increase)/Decrease in assets:

       

Receivable from distributions from Investment Funds

    9,522,492  

Interest receivable

    (9,609 )

Dividend receivable

    (20,513 )

Unrealized appreciation on forward currency contracts

    (752,558 )

Prepaid Directors’ and Officer Fees

    32,440  

Prepaid expenses and other assets

    26,738  

Increase/(Decrease) in liabilities:

       

Payable to Adviser

    1,212,419  

Payable for contributions to Investment Funds, not yet settled

    (11,729,107 )

Payable for shares repurchased, due to Feeder Fund

    250,898  

Unrealized depreciation on forward currency contracts

    (2,080,257 )

Accounting and administration fees payable

    (32,454 )

Professional fees payable

    (55,987 )

Directors’ and Officer fees payable

    15,398  

Accounts payable and other accrued expenses

    74,386  

Net cash provided by operating activities

    10,746,981  
         

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Proceeds from capital contributions, including capital contributions received in advance, net of change in contribution receivable

    23,336,141  

Payments for shares repurchased, net of change in contribution receivable

    (32,280,951 )

Net cash used in financing activities

    (8,944,810 )
         

Effects of exchange rates on cash

    (135,229 )
         

Net Change in cash

    1,666,942  

Cash, beginning of period

  $ 7,681,993  

Cash, end of period

  $ 9,348,935  

*Includes cash denominated in foreign currencies.

       
         

Reconciliation of cash at the beginning of the period to the Consolidated Statement of Assets and Liabilities:

       

Cash

  $ 7,681,993  

Cash, beginning of period

  $ 7,681,993  
         

Reconciliation of cash at the end of the period to the Consolidated Statement of Assets and Liabilities:

       

Cash

    6,772,667  

Cash denominated in foreign currencies

    2,576,268  

Cash, end of period

    9,348,935  

 

See accompanying Notes to Consolidated Financial Statements

 

11

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Highlights

 

 

   

For the Six
Months Ended
September 30,
2022

   

For the Years Ended March 31,

 

 

 

(Unaudited)

   

2022

   

2021

   

2020

   

2019

   

2018

 

Net Assets:

                                               

Net assets, end of period (in thousands)

  $ 1,176,323     $ 1,164,872     $ 1,014,108     $ 927,812     $ 1,108,065     $ 1,044,935  
                                                 

Ratios/Supplemental Data:

                                               

Ratios to average net assets

                                               

Net investment income/(loss)(1)

    0.59 %(2)     0.60 %     (0.26 )%     0.33 %     1.38 %     0.38 %

Total expenses(3)

    1.35 %(2)     1.37 %     1.39 %     1.42 %     1.36 %     1.37 %

Portfolio turnover

    0.00 %(4)     0.01 %     0.00 %     2.79 %     5.59 %     0.35 %

Total return(5)

    1.75 %(4)     18.22 %     30.86 %     (6.75 )%     4.27 %     10.98 %

 

(1)

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

 

(2)

Net investment income/(loss) and total expenses are annualized for periods less than one full year.

 

(3)

Included in the above ratio are other expenses of 0.15% as of September 30, 2022, 0.17% as of March 31, 2022, 0.18% as March 31, 2021, 0.25% as of March 31, 2020, 0.16% as of March 31, 2019 and 0.17% as of March 31, 2018.

 

(4)

Not annualized.

 

(5)

Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the year or period and adjusted for cash flows related to capital contributions and withdrawals during the year or period. Total returns shown exclude the effect of applicable sales charges and redemption fees.

 

See accompanying Notes to Consolidated Financial Statements

 

12

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)
September 30, 2022

 

 

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, with an emphasis on private equity funds, as more fully described in the Feeder Fund’s (as defined below) Confidential Memorandum as amended or supplemented from time to time. Investments in Investment Funds are made in the form of capital commitments, which are called by Investment Funds over time. The Master Fund’s private equity investments, therefore, generally consist of both funded and unfunded commitments; however, only funded private equity commitments are reflected in the Master Fund’s net asset value (“NAV”).

 

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

 

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, 2022, the Feeder Fund owned 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.

 

13

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 in the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses and the realized and unrealized gains or losses of the Master Fund. The Master Fund is expected to incur taxable income upon realization of some of its investments. As of September 30, 2022, 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, 2022, the tax years from the year 2018 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, 2022, 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 NAV per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and 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 income is recorded on ex-date and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds are received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds has not been communicated from the Investment Funds. It is estimated that distributions will occur over the life of the Investment Funds.

 

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

 

14

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

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 Master Fund. CPG TCG is taxed as a corporation and used when the Master Fund has determined that owning certain Investment Funds within a domestic limited liability company structure would not be beneficial. As of September 30, 2022 the total value of investments held by the subsidiary is $10,655,849, or 0.91% of the Master Fund’s net assets.

 

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

 

3.

PORTFOLIO VALUATION

 

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

 

The three-tier hierarchy of inputs is summarized below:

 

 

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

 

 

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

 

 

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

 

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

 

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

 

15

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

3.

PORTFOLIO VALUATION (continued)

 

The NAV of the Master Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below and as may be determined, from time to time, pursuant to policies 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. ASC 820 provides for the use of NAV (or its equivalent) as a practical expedient to estimate fair value of investments in Investment Funds, provided certain criteria are met. As such, the Master Fund’s Valuation Committee (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 Investment Funds value their underlying investments in accordance with policies established by each Investment Fund, as described in each of their financial statements or offering memoranda. The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place. The Adviser 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 Adviser employs ongoing due diligence policies and processes with respect to Investment Funds and their investment managers. The Adviser assesses the quality of information provided and determines whether such information continues to be reliable or whether additional inquiry is necessary. Such inquiries may require the Adviser to forego its normal reliance on the value provided and to independently determine the fair value of the Master Fund’s interest in such Investment Fund.

 

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, 2022:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Investments in Securities at Value

                               

Direct Investments

  $     $     $ 2,610,544     $ 2,610,544  

Short-Term Investments

    147,170,043                   147,170,043  

TOTAL

  $ 147,170,043     $     $ 2,610,544     $ 149,780,587  

Other Financial Instruments

                               

Forward foreign currency contracts*

  $     $ 752,558     $     $ 752,558  

TOTAL

  $     $ 752,558     $     $ 752,558  

 

*

Forward foreign currency contracts are valued at the unrealized appreciation/(depreciation) on the investment.

 

16

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

3.

PORTFOLIO VALUATION (continued)

 

The Master Fund held Investment Funds with a fair value of $1,032,912,764, that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of September 30, 2022, 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.

 

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, 2022

  $ 2,772,800     $ 2,772,800  

Purchases

           

Return of Capital

    (393,407 )     (393,407 )

Sales

           

Realized Gain

           

Change in Unrealized Appreciation/(Depreciation)

    231,151       231,151  

Transfer in

           

Transfer out

           

Balance as of September 30, 2022

  $ 2,610,544     $ 2,610,544  

Net change in unrealized appreciation/(depreciation) included in the Consolidated Statement of Operations attributable to Level 3 investments held at September 30, 2022

  $ 231,151     $ 231,151  

 

The Master Fund’s private equity investments financing stage with their corresponding unfunded commitments and other attributes, as of September 30, 2022, are shown in the table below.

 

Financing Stage

Investment Strategy

Fair Value

Unfunded
Commitments

Remaining
Life*

Redemption
Frequency*

Notice
Period
(In Days)

Redemption
Restrictions
Terms*

Buyout

Control investments in established companies

$ 619,977,265

$ 276,616,829

Up to 10 years

None

N/A

N/A

Growth Capital

Non-control investments in established companies with strong growth characteristics

289,441,307

120,444,007

Up to 10 years

None

N/A

N/A

Special Situations/ Other

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

126,104,740

45,624,515

Up to 10 years

None

N/A

N/A

 

*

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

 

17

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

3.

PORTFOLIO VALUATION (continued)

 

Ten Investment Funds have commitments denominated in Euros. As of September 30, 2022, the unfunded commitments for these Investment Funds totaled €52,640,949. As of September 30, 2022, the exchange rate used for the conversion was 1.158 USD/EUR. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.

 

The following is a summary of investment strategies of the Investment Funds held by the Master Fund as of September 30, 2022.

 

Private equity is a common term for investments that typically are made in non-public companies through privately negotiated transactions. Private equity investors generally seek to acquire quality assets at attractive valuations and use operational expertise to enhance value and improve portfolio company performance. Buyout funds acquire private and public companies, as well as divisions of larger companies. Private equity specialists then seek to uncover value-enhancing opportunities in portfolio companies, unlock the value of the portfolio company and reposition it for sale at a multiple of invested equity.

 

Buyouts: Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on small-, mid- or large-capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions—particularly in the large-cap segment.

 

Growth Capital: Typically involves non-control investments in established companies with strong growth characteristics. Companies that receive growth capital investments typically have established customers and mature business models.

 

Special Situations: A broad range of private equity investments, which vary in terms of level of control, including mezzanine, distressed debt, energy/utility investments and turnarounds.

 

Types of private equity investments that the Master Fund may make include:

 

Primary Investments. Primary investments (primaries) are interests or investments in newly established private equity funds. Primary investors subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in a number of individual operating companies during a defined investment period.

 

Secondary Investments. Secondary investments (secondaries) are interests in existing private equity funds that are acquired in privately negotiated transactions, typically after the end of the private equity fund’s fundraising period.

 

Co-Investment/Direct Investments. Co-Investments are investments in an operating company that are typically held through a third party investment vehicle formed by a private equity sponsor or other institutional investor and are typically made alongside the sponsor’s (on behalf of its fund) or institutional investor’s investment in the operating company. Direct Investments involve holding an interest in securities issued by an operating company directly and not through a third-party investment vehicle. Such investments typically are made as investments in operating companies where private equity funds or other institutional investors are active investors, and are usually structured such that the private equity fund or institutional investors, as the case may be, and the lead investors, if any, collectively hold a significant interest in the operating company.

 

18

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

4.

RELATED PARTY TRANSACTIONS AND OTHER

 

As of September 30, 2022, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.

 

The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Master Fund pays the Adviser a monthly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the period ended September 30, 2022, the Adviser earned $7,031,008 of Management Fee which is included in the Consolidated Statement of Operations, of which $3,542,282 was payable at September 30, 2022 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 Master 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.

 

Each member of the Board who is not an “interested person”, as defined by the 1940 Act, of the Master Fund (the “Independent Directors”) receives an annual retainer of $15,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Board Chair, Audit Committee Chair, Nominating Committee Chair and Contracts Review Committee Chair each receive an additional $2,000 annual retainer. All members of the Board are reimbursed for their reasonable out-of-pocket expenses. Total amounts expensed by the Master Fund related to Independent Directors for the period ended September 30, 2022 was $39,082, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.

 

During the period ended September 30, 2022, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $22,756, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.

 

Certain officers and the interested director of the Master Fund are also Officers of the Adviser and CPG TCG, and are registered representatives of Delaware Distributers, L.P.

 

5.

ADMINISTRATION AND CUSTODIAN FEES

 

SS&C Technologies and its affiliates DST Asset Manager Solutions, Inc. and ALPS Fund Services, Inc. serve as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Master Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the period ended September 30, 2022, the total administration fees were $453,356 which is included in Accounting and administration fees in the Consolidated Statement of Operations, of which $193,268 was payable at September 30, 2022 and is included in Accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities.

 

UMB Bank, N.A. serves as the primary custodian of the assets of the Fund.

 

19

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

6.

INVESTMENTS

 

For the period ended September 30, 2022, total purchases or capital contributions to, and total proceeds from redemptions or other dispositions of investments, excluding short-term investments, amounted to $44,088,970 and $26,751,192, respectively.

 

The cost of investments in Investment Funds for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such Investment Funds. The Master Fund relies upon actual and estimated tax information provided by the managers of the Investment Funds as to the amounts of taxable income allocated to the Master Fund as of September 30, 2022.

 

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 LLC Agreement provides for any amount to be credited to or debited against the capital account of any investor, other than an amount to be credited to or debited against the capital accounts of all investors in accordance with their respective investment percentages.

 

8.

REPURCHASE OF INVESTORS’ INTERESTS

 

Investors do not have the right to require the Master Fund to redeem their Interests or portion thereof. To provide a limited degree of liquidity to investors, the Master Fund may, from time to time, offer to repurchase Interests or portions thereof pursuant to written tenders by investors. Repurchases will be made at such times, in such amount and on such terms as 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.

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.

 

20

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2022

 

 

10.

LINE OF CREDIT

 

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 is the ICE LIBOR Rate plus 2.00% and in the case of Prime Rate Loans is the rate of interest per annum publicly announced or determined from time to time by Signature Bank as its prime rate in effect. As of September 30, 2022, the Master Fund had no borrowings outstanding.

 

11.

IMPACTS OF COVID-19

 

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic has resulted in substantial market volatility and may continue to impact the Fund’s performance going forward.

 

12.

SUBSEQUENT EVENTS

 

Subsequent events after September 30, 2022 have been evaluated through the date the financial statements were issued. Capital contributions into the Master Fund for October 1, 2022 and November 1, 2022, equaled $1,730,000 and $1,515,020, respectively.

 

21

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Other Information (Unaudited)
September 30, 2022

 

 

Proxy Voting

 

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

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Master Fund files its complete schedule of portfolio holdings with the 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 replaced Form N-Q. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. The Master Fund’s Form N-Q filings (prior to the reporting period ending March 31, 2019) and Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.

 

22

 

 

 

(b) Not applicable.

 

ITEM 2. CODE OF ETHICS.

 

Not applicable to semi-annual reports.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable to semi-annual reports.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable to semi-annual reports.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable.

 

ITEM 6. 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 Gregory S. Rowland, 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 Fund, LLC  
     
By (Signature and Title)* /s/ Mitchell A. Tanzman  
     
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date December 9, 2022  

 

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, 2022  
     
By (Signature and Title)* /s/ Michael Mascis  
     
  Michael Mascis  
  (Principal Financial Officer)  
     
Date December 9, 2022  

 

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

 

ATTACHMENTS / EXHIBITS

fp0081058-3_ex99cert.htm



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