Form POS AMI CPG Carlyle Commitments
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E-mailAs filed with the Securities and Exchange Commission on December 19, 2025
Investment Company Act File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO.
(Exact Name of Registrant as Specified in its Charter)
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (
c/o Macquarie Wealth Advisers, LLC
(Name and Address of Agent for Service)
Copy to:
Stuart H. Coleman, Esq.
Stradley Ronon Stevens & Young, LLP
100 Park Avenue, Suite 2000
New York, NY 10017
212-812-4125
Check each box that appropriately characterizes the Registrant:
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act of 1933 (the "Securities Act")).
☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
This Registration Statement has been filed by Registrant pursuant to Section 8(b) of the Investment Company Act. However, interests in the Registrant are not being registered under the Securities Act, since such interests will be issued solely in private placement transactions which do not involve any "public offering" within the meaning of Section 4(a)(2) of the Securities Act. Investment in the Registrant may be made only by individuals or entities which are "accredited investors" within the meaning of Regulation D under the Securities Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any interest in the Registrant.
Investment Company Act File No. 811-22763
CPG CARLYLE COMMITMENTS FUND, LLC
Supplement to the Confidential Memorandum Dated April 1, 2024, as amended or supplemented (the "Memorandum")
A REGISTRATION STATEMENT TO WHICH THE MEMORANDUM RELATES HAS BEEN FILED BY CPG CARLYLE COMMITMENTS FUND, LLC (THE "FUND") PURSUANT TO SECTION 8(B) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. HOWEVER, CLASS A AND CLASS I UNITS OF BENEFICIAL INTEREST (THE "UNITS") OF THE FUND ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), SINCE SUCH UNITS ARE ISSUED SOLELY IN PRIVATE PLACEMENT TRANSACTIONS WHICH DO NOT INVOLVE ANY "PUBLIC OFFERING" WITHIN THE MEANING OF SECTION 4(A)(2) OF THE 1933 ACT. INVESTMENTS IN THE FUND MAY BE MADE ONLY BY INDIVIDUALS OR ENTITIES THAT ARE "ACCREDITED INVESTORS" WITHIN THE MEANING OF REGULATION D UNDER THE 1933 ACT. THE MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY UNITS. UNITS OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER INSURED FINANCIAL INSTITUTION, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. THE FUND IS AN ILLIQUID INVESTMENT. INVESTORS HAVE NO RIGHT TO REQUIRE THE FUND TO REDEEM THEIR UNITS.
THE CARLYLE GROUP INC. (AND ITS AFFILIATES) (COLLECTIVELY, "CARLYLE") IS NOT AN ADVISER OR AFFILIATE OF THE FUND OR CPG CARLYLE COMMITMENTS MASTER FUND, LLC (THE "MASTER FUND"). FURTHERMORE, NEITHER THE FUND NOR THE MASTER FUND IS SPONSORED, ENDORSED, SOLD OR PROMOTED BY CARLYLE. CARLYLE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF UNITS OF THE FUND, THE OWNERS OF INTERESTS IN THE MASTER FUND OR ANY OTHER PERSON REGARDING THE ADVISABILITY OF INVESTING IN THE FUND OR THE MASTER FUND. CERTAIN INFORMATION IN THE MEMORANDUM RELATING TO CARLYLE AND THE UNDERLYING CARLYLE FUNDS HAS BEEN DERIVED BY THE FUND FROM MATERIALS FURNISHED BY CARLYLE. CARLYLE MAKES NO REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY TO ANY RECIPIENT OF THE MEMORANDUM FOR, SUCH INFORMATION OR ANY OTHER INFORMATION SET FORTH THEREIN OR HEREIN. THERE CAN BE NO ASSURANCE OF THE FUTURE PERFORMANCE OF CARLYLE, THE UNDERLYING CARLYLE FUNDS OR THE FUND. PURCHASERS OF UNITS OF THE FUND WILL NOT BE LIMITED PARTNERS IN THE UNDERLYING CARLYLE FUNDS, WILL HAVE NO DIRECT INTEREST IN THE UNDERLYING CARLYLE FUNDS, WILL HAVE NO DIRECT VOTING RIGHTS IN THE UNDERLYING CARLYLE FUNDS, AND WILL NOT BE PARTIES TO ANY LIMITED PARTNERSHIP AGREEMENTS OF THE UNDERLYING CARLYLE FUNDS AND, ACCORDINGLY, WILL NOT HAVE ANY RIGHTS THEREUNDER AND MAY NOT BRING AN ACTION FOR ANY BREACH THEREOF AGAINST THE UNDERLYING CARLYLE FUNDS OR THE GENERAL PARTNERS OR MANAGER OF THE UNDERLYING CARLYLE FUNDS OR ANY OF THEIR AFFILIATES FOR ANY BREACH THEREOF. FURTHER, CARLYLE HAS NO OBLIGATION TO TAKE THE NEEDS OF THE OWNERS OF UNITS OF THE FUND, OR THE OWNERS OF INTERESTS IN THE MASTER FUND, INTO CONSIDERATION WHEN MANAGING THE UNDERLYING CARLYLE FUNDS.
BY ACQUIRING UNITS OF THE FUND, AN INVESTOR ACKNOWLEDGES AND AGREES THAT: (I) ANY INFORMATION PROVIDED BY THE FUND, MACQUARIE WEALTH ADVISERS, LLC, (FORMERLY, CENTRAL PARK ADVISERS, LLC), THE FUND'S INVESTMENT ADVISER (THE "ADVISER"), OR ANY AFFILIATES THEREOF (INCLUDING INFORMATION SET FORTH IN THE MEMORANDUM) IS NOT A RECOMMENDATION TO INVEST IN THE FUND AND THAT NONE OF THE FUND, THE ADVISER OR ANY AFFILIATES THEREOF IS UNDERTAKING TO PROVIDE ANY INVESTMENT ADVICE TO THE INVESTOR (IMPARTIAL OR OTHERWISE), OR TO GIVE ADVICE TO THE INVESTOR IN A FIDUCIARY CAPACITY IN CONNECTION WITH AN INVESTMENT IN THE FUND AND, ACCORDINGLY, NO PART OF ANY COMPENSATION RECEIVED BY THE ADVISER IS FOR THE PROVISION OF INVESTMENT ADVICE TO THE INVESTOR; AND (II) THE ADVISER HAS A FINANCIAL INTEREST IN THE INVESTOR'S INVESTMENT IN THE FUND ON ACCOUNT OF THE FEES IT EXPECTS TO RECEIVE FROM THE FUND AS DISCLOSED IN THE MEMORANDUM, THE FUND'S LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED FROM TIME TO TIME, AND ANY OTHER FUND GOVERNING DOCUMENTS.
CPG Carlyle Commitments Fund, LLC—Supplement
December 2025
The information set forth below supplements and supersedes any contrary information contained in the Confidential Memorandum dated April 1, 2024, as amended or supplemented from time to time (the "Memorandum") of CPG Carlyle Commitments Fund, LLC (the "Fund"). Prospective Investors are urged to read carefully the Fund's Memorandum and Limited Liability Company Agreement, as amended and restated from time to time. Capitalized terms not otherwise defined herein shall have the same meaning as provided in the Memorandum.
* * *
At a meeting held on December 17, 2025, the Board of Directors of the Fund and the CPG Carlyle Commitments Master Fund, LLC (the “Master Fund” and together with the Fund, the “Funds”), at the recommendation of Macquarie Wealth Advisers, LLC (formerly, Central Park Advisers, LLC) (the “Adviser”), the investment adviser to the Funds, approved the commencement of an orderly wind-down of the Funds. In connection therewith, the Fund is closed to investments from new and existing Investors effective immediately, the Fund will no longer conduct quarterly tender offers to repurchase from Investors their Units in the Fund, investors will no longer be able to reinvest distributions in additional Units and the Fund will endeavor to pay all distributions in cash. In addition, the Adviser will voluntarily waive 0.25% of the management fee paid by the Master Fund to the Adviser for the 2026 calendar year. Notwithstanding the commencement of the orderly wind-down, the Adviser will continue to explore other alternatives for the Funds in an effort to seek to maximize Investor value, including exploring various strategic options for the Funds, such as a merger or reorganization, with third party partners.
The Adviser is preliminarily targeting a completion date of December 31, 2028 for the wind-down, subject to market conditions and other factors. The Master Fund’s ability to exit its investments (both direct investments in underlying funds and co-investments) is generally severely limited, both by the fact that the securities are unregistered and illiquid and by contractual restrictions that may limit, preclude or require certain approvals for the Master Fund to sell such investment. These restrictions prevent the Funds from determining with any degree of certainty the exact date that the Master Fund’s assets will be exited and proceeds distributed to Investors. In addition, it is expected that the Master Fund will incur legal and transaction costs in connection with the exit of its investments. The Fund will distribute proceeds from the exit of investments to Investors on a periodic basis, in amounts and with such frequency as determined by the officers. The Fund will endeavor to pay such distributions annually.
Effective immediately, the Adviser intends to manage the Funds primarily in a manner intended to facilitate the Funds’ orderly wind-down. During this time, any proceeds received from the exit of investments will be reinvested in cash or other highly liquid assets until such time such proceeds are distributed to Investors. The Funds will retain cash in an amount determined by the Adviser to be advisable in order to fund the operations of the Funds and satisfy obligations of the Funds, including payment of the Funds’ expenses and the Master Fund’s obligations to fund uncalled capital commitments to investment funds. As a result, during the wind-down period, all or a portion of the Master Fund may not be invested in a manner consistent with the Funds’ stated investment strategies, which may prevent the Funds from achieving their investment objectives.
Distributions of the proceeds of the investments to Investors will result in an Investor realizing a taxable gain or loss on the value of their Units in the Fund. Investors should consult their personal tax advisors concerning their particular tax situations.
Other than Macquarie Bank Limited ABN 46 008 583 542 ("Macquarie Bank"), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.
PART C. OTHER INFORMATION
Item 25. Financial Statements and Exhibits.
1. Financial Statements:
The audited financial statements of each of the Registrant and CPG Carlyle Commitments Master Fund, LLC for the fiscal year ended March 31, 2025, including the reports of the Registrant’s and CPG Carlyle Commitments Master Fund, LLC’s independent registered public accounting firm, and the unaudited financial statements of each of the Registrant and CPG Carlyle Commitments Master Fund, LLC for the semi-annual period ended September 30, 2025, are incorporated by reference to the Registrant’s Annual Report and Semi-Annual Report, respectively.
2. Exhibits:
| (a)(1) | Certificate of Formation is incorporated by reference to Exhibit (a)(1) of the Registration Statement on Form N-2 (Reg. No. 811-22763), filed on October 30, 2012 (the "Registration Statement"). |
| (a)(2) | Certificate of Amendment is incorporated by reference to Exhibit (a)(2) of Amendment No. 6 to the Registration Statement, filed on March 22, 2017 ("Amendment No. 6"). |
| (a)(3) | Certificate of Amendment is incorporated by reference to Exhibit (a)(3) of Amendment No. 6. |
| (a)(4) | Form of Second Amended and Restated Limited Liability Company Agreement, dated March 16, 2017 is incorporated by reference to Exhibit (a)(4) of Amendment No. 6. |
| (b) | Not Applicable |
| (c) | Not Applicable |
| (d)(1) | Rule 18f-3 Plan is incorporated by reference to Exhibit (d)(1) of Amendment No. 3 to the Registration Statement, filed on November 25, 2015. |
| (d)(2) | See Item 25(2)(a)(4) |
| (e) | Not Applicable |
| (f) | Not Applicable |
| (g) | Investment Advisory Agreement is incorporated by reference to Exhibit (g) of Amendment No. 18 to the Registration Statement, filed on January 30, 2024 ("Amendment No. 18"). |
| (h)(1) | Form of Placement Agency Agreement is incorporated by reference to Exhibit (h)(1) of Amendment No. 24 to the Registration Statement, filed on September 19, 2025 ("Amendment No. 24"). |
| (h)(2) | Form of Servicing and Sub-Placement Agency Agreement is incorporated by reference to Exhibit (h)(2) of Amendment No. 24. |
| (h)(3) | Form of Distribution Plan is incorporated by reference to Exhibit (h)(3) of Amendment No. 24. |
| (i) | Not Applicable |
| (j)(1) | Amended and Restated Custody Agreement is incorporated by reference to Exhibit (j)(1) of Amendment No. 18. |
| (j)(2) | Amendment to the Amended and Restated Custody Agreement is incorporated by reference to Exhibit (j)(2) of Amendment No. 18. |
| (k)(9) | Amendment Six to Services Agreement is incorporated by reference to Exhibit (k)(9) of Amendment No. 18. |
| (k)(10) | Amendment Seven to Services Agreement is incorporated by reference to Exhibit (k)(10) of Amendment No. 18. |
| (l) | Not Applicable |
| (m) | Not Applicable |
| (n) | Not Applicable |
| (o) | Not Applicable |
| (p) | Not Applicable |
| (q) | Not Applicable |
* Filed herewith.
Item 26. Marketing Arrangements: Not Applicable.
Item 27. Other Expenses of Issuance and Distribution:*
Legal fees
Blue Sky fees
Printing
Miscellaneous
Total
Item 28. Persons Controlled by or Under Common Control with Registrant:
No person is directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by Macquarie Wealth Advisers, LLC, the adviser of the Registrant (the "Adviser"). Information regarding the ownership of the Adviser is set forth in its Form ADV as filed with the Securities and Exchange Commission (the "SEC") (File No. 801-67480), and is incorporated herein by reference.
Item 29. Number of Holders of Securities as of September 30, 2025:
| Title of Class | Number of Record Holders |
| Class A Units of Beneficial Interest | 2,843 |
| Class I Units of Beneficial Interest | 2,062 |
Item 30. Indemnification:
Reference is made to Section 3.7 of the Registrant’s Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), filed as Exhibit (a)(4) to Amendment No. 6, and to Paragraph 7 of the Registrant’s Investment Advisory Agreement (the "Investment Advisory Agreement"), filed as Exhibit (g) to Amendment No. 18. The Registrant hereby undertakes that it will apply the indemnification provisions of the LLC Agreement and the Investment Advisory Agreement in a manner consistent with Release 40-11330 of the SEC under the Investment Company Act of 1940, as amended (the "1940 Act"), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in effect.
The Registrant maintains insurance on behalf of any person who is or was an independent director, officer, employee or agent of the Registrant against certain liability asserted against and incurred by, or arising out of, his or her position. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify.
Item 31. Business and Other Connections of Investment Adviser:
A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the Confidential Memorandum in the section entitled "Management of the Fund." Information as to the members and officers of the Adviser is included in its Form ADV as filed with the SEC (File No. 801-67480), and is incorporated herein by reference.
Item 32. Location of Accounts and Records:
SS&C Technologies, Inc., and its affiliates, Global Investor and Distribution Solutions. and ALPS Fund Services, Inc., serve as the Registrant’s administrator, and maintain certain required accounting related and financial books and records of the Registrant at 430 W. 7th Street, Kansas City, Missouri 64105-1594 and 1290 Broadway, Suite 1100, Denver, Colorado 80203. The other required books and records are maintained by Macquarie Wealth Advisers, LLC at 660 Fifth Avenue, New York, New York 10103.
Item 33. Management Services: Not Applicable.
Item 34. Undertakings: Not Applicable.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of December 2025.
| CPG CARLYLE COMMITMENTS FUND, LLC | ||
| By: | /s/ Alex Lee | |
| Alex Lee | ||
| President | ||
EXHIBIT INDEX
None
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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