N-CSRS 1 fp0096452-1_ncsrs.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22763

 

CPG Carlyle Commitments Fund, LLC

(Exact name of registrant as specified in charter)

 

660 Fifth Avenue

New York, New York 10103

(Address of principal executive offices) (Zip code)

 

Alex Lee

c/o Macquarie Wealth Advisors, LLC

660 Fifth Avenue

New York, New York 10103

(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, 2025

 

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, 2025 to September 30, 2025

 

(Including the Financial Statements of

CPG Carlyle Commitments Master Fund, LLC)

 

 

CPG Carlyle Commitments Fund, LLC

 

Table of Contents

September 30, 2025

 

 

Statement of Assets and Liabilities 3
Statement of Operations 4
Statements of Changes in Net Assets 5
Statement of Cash Flows 6
Financial Highlights 7
Notes to Financial Statements 9
Other Information 15
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, 2025

 

 

ASSETS    
Investment in CPG Carlyle Commitments Master Fund, LLC, at fair value  $688,722,362 
Cash   79,579 
Interest receivable   5,847 
Due from CPG Carlyle Commitments Master Fund, LLC   79,999,992 
Capital contributions receivable   1,317,964 
Due from Adviser   366,060 
Prepaid Directors’ and Officer fees   21,690 
Prepaid expenses and other assets   494,367 
Total assets   771,007,861 
     
LIABILITIES    
Payable for shares repurchased   79,999,992 
Sub-placement agent fee payable   849,486 
Professional fees payable   121,497 
Directors’ and Officer fees payable   48,495 
Transfer agent fees payable   35,153 
Accounting and administration fees payable   13,333 
Tax expense payable   12,285 
Total liabilities   81,080,241 
Commitments and contingencies     
NET ASSETS  $689,927,620 
      
COMPOSITION OF NET ASSETS     
Paid-in capital  $513,007,302 
Total distributable earnings   176,920,318 
NET ASSETS  $689,927,620 
      
Net Assets Attributable to:     
Class A Units  $408,530,329 
Class I Units   281,397,291 
   $689,927,620 
Units of Beneficial Interest Outstanding (Unlimited Number of Units Authorized):     
Class A Units   29,812,858 
Class I Units   9,312,870 
    39,125,728 
Net Asset Value per Unit:     
Class A Units*  $13.70 
Class I Units  $30.22 

 

*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.

 3 

 

CPG Carlyle Commitments Fund, LLC

 

Statement of Operations (Unaudited)

September 30, 2025

 

 

   For the Six 
   Months Ended 
   September 30, 2025 
   (Unaudited) 
Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC     
Interest Income  $1,633,518 
Dividend Income  $1,754,858 
Expenses   (6,641,952)
Investment Income and Expenses Allocated from CPG Carlyle Commitments Master Fund, LLC  $(3,253,576)
      
Income     
Interest Income   59,197 
Total income   59,197 
      
Expenses     
Sub-placement agent fee, Class A   1,441,875 
Professional fees   792,765 
Transfer agent fees   102,778 
Directors’ and Officer fees   65,031 
Tax expense   24,285 
Insurance expense   6,038 
Accounting and administration fees   3,333 
Custodian fees   2,982 
Other fees   148,531 
Total expenses   2,587,618 
NET INVESTMENT INCOME/(LOSS)  $(5,781,997)
      
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other     
Foreign Currency Denominated Assets and Liabilities     
Net realized gain/(loss) from:     
Investments and other foreign currency denominated assets and liabilities   29,430,193 
Net change in unrealized appreciation/(depreciation) on:     
Investments and other foreign currency denominated assets and liabilities   (54,564,147)
Net change in unrealized appreciation/(deprecation) in deferred tax liability   1,826,190 
Net change in unrealized appreciation/(depreciation), net of deferred taxes   (52,737,957)
NET REALIZED GAIN/(LOSS) AND UNREALIZED APPRECIATION/(DEPRECIATION) ON INVESTMENTS AND FOREIGN CURRENCY DENOMINATED ASSETS AND LIABILITIES   (23,307,764)
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS  $(29,089,761)

 

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

 4 

 

CPG Carlyle Commitments Fund, LLC

 

Statements of Changes in Net Assets (Unaudited)

 

 

   For the Six     
   Months Ended   For the 
   September 30, 2025   Year Ended 
   (Unaudited)   March 31, 2025 
Changes in Net Assets Resulting from Operations          
Net investment income/(loss)  $(5,781,997)  $(12,331,635)
Net realized gain from investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC   29,430,193    54,074,945 
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities allocated from CPG Carlyle Commitments Master Fund, LLC   (52,737,957)   (73,353,850)
Net increase/(decrease) in net assets resulting from operations   (29,089,761)   (31,610,540)
           
Distributions to investors          
           
Change in Net Assets Resulting from Capital Transactions          
Class A Units          
Capital contributions   120,625    2,272,477 
Capital withdrawals   (80,535,399)   (126,504,696)
Exchanges   631,691    (564,728)
Total Class A Units Transactions   (79,783,083)   (124,796,947)
Class I Units          
Capital contributions   310,000    4,888,441 
Capital withdrawals   (79,410,304)   (117,392,270)
Exchanges   (631,691)   564,728 
Total Class I Units Transactions   (79,731,995)   (111,939,101)
           
Net Change in Net Assets Resulting from Capital Transactions   (159,515,078)   (236,736,048)
           
Net Assets          
Beginning of year   878,532,459    1,146,879,047 
End of year  $689,927,620   $878,532,459 
           
Unit Activity          
Class A Units          
Capital contributions   8,461    154,548 
Capital withdrawals   (8,600,312)   (8,696,959)
Exchanges   44,867    (39,145)
Net Change in Class A Units Outstanding   (8,546,984)   (8,581,556)
Class I Units          
Capital contributions   9,937    152,092 
Capital withdrawals   (4,059,980)   (3,702,982)
Exchanges   (20,417)   17,844 
Net Change in Class I Units Outstanding   (4,070,460)   (3,533,046)

 

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

 5 

 

CPG Carlyle Commitments Fund, LLC

 

Statement of Cash Flows (Unaudited)

 

 

   For the Six Months 
   Ended 
   September 30, 2025 
   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net increase/(decrease) in net assets resulting from operations  $(29,089,761)
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:     
Net investment income and expenses allocated from CPG Carlyle Commitments Master Fund, LLC   3,253,576 
Capital distributions received from Investment Funds, net of distributions from Investment Funds receivable   165,001,149 
Net realized gain from investments   (29,430,193)
Net change in unrealized appreciation/(depreciation) on investments   52,737,957 
(Increase)/Decrease in Assets:     
Due from CPG Carlyle Commitments Master Fund, LLC   32,048,695 
Interest receivable   3,681 
Due from Adviser   1,276,994 
Prepaid Directors’ and Officer fees   29,310 
Prepaid expenses and other assets   (490,425)
Increase/(Decrease) in Liabilities:     
Sub-placement agent fee payable   (954,366)
Professional fees payable   (17,939)
Directors’ and Officer fees payable   13,723 
Tax expense payable   12,285 
Administration and fund accounting fees payable   (13,334)
Excise tax   (4,013,326)
Transfer agent fees payable   (81,497)
Net cash provided by/(used in) operating activities   190,286,529 
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from capital contributions, net of change in contributions receivable   (1,146,457)
Payments for shares repurchased, net of change in payable for shares repurchased   (191,994,406)
Net cash provided by/(used in) financing activities   (193,140,863)
Net Change in cash  $(2,854,334)
Cash, beginning of period  $2,933,913 
Cash, end of period  $79,579 

 

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

 6 

 

CPG Carlyle Commitments Fund, LLC

 

Class A - Financial Highlights (Unaudited)

 

 

   For the Period                     
   Ended                     
   September 30,   For the Year Ended   For the Year Ended   For the Year Ended   For the Year Ended   For the Year Ended 
   2025 (Unaudited)   March 31, 2025   March 31, 2024   March 31, 2023   March 31, 2022   March 31, 2021 
PER UNIT OPERATING PERFORMANCE:                              
NET ASSET VALUE, BEGINNING OF PERIOD  $14.19   $14.69   $14.56   $15.58   $14.71   $11.41 
                               
Activity from investment operations:(1)                              
Net investment income/ (loss)(2)   (0.11)   (0.21)   0.04    (0.01)(3)    (0.01)   (0.12)
Net realized and unrealized gain/(loss) on investments   (0.38)   (0.29)   0.76    0.21    2.48    3.52 
Total from investment operations   (0.49)   (0.50)   0.80    0.20    2.47    3.40 
                               
DISTRIBUTIONS TO INVESTORS                              
From net investment income               (0.03)   (0.21)    
From net realized gains           (0.67)   (1.19)   (1.39)   (0.10)
Total distributions           (0.67)   (1.22)   (1.60)   (0.10)
                               
NET ASSET VALUE, END OF PERIOD  $13.70   $14.19   $14.69   $14.56   $15.58   $14.71 
                               
Net assets, end of period (000’s)  $407,991   $505,783   $649,825   $673,380   $695,112   $627,188 
                               
RATIOS AND SUPPLEMENTAL DATA                              
Ratios to average net assets                              
Net investment income/(loss)   (1.56%)(a)   (1.41%)   0.27%   (0.07%)   (0.09%)   (0.94%)
Total expenses(4)   2.39%(a)   2.55%   2.08%   2.05%   2.08%   2.07%
Portfolio turnover rate                              
(Master Fund)(5)   0.00%   0.00%   0.00%   0.07%   0.01%   0.00%
TOTAL RETURN(6)   (3.52%)   (3.40%)   5.59%   1.20%   17.43%   29.99%

 

(1)Selected data is for a single unit outstanding throughout the period.
(2)Based on average units outstanding during the period.
(3)Net investment loss per share does not correlate to the aggregate net investment income and expenses allocated from CPG Carlyle Commitments Master Fund, LLC in the Statement of Operations, primarily due to the timing of the sales and repurchases of the Fund’s shares in relation to the Fund’s net income recorded throughout the period.

(a)Annualized.
(4)Included in the above ratio are other expenses of 0.31% as of September 30, 2025, 0.65% as of March 31, 2025, 0.27% as of March 31, 2024, 0.25% as of March 31, 2023, 0.26% as of March 31, 2022 and 0.27% as of March 31, 2021.
(5)Portfolio turnover rate for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.
(6)Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees.

 

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

 7 

 

CPG Carlyle Commitments Fund, LLC

 

Class I - Financial Highlights (Unaudited)

 

 

   For the Period                     
   Ended                     
   September 30,   For the Year Ended   For the Year Ended   For the Year Ended   For the Year Ended   For the Year Ended 
   2025 (Unaudited)   March 31, 2025   March 31, 2024   March 31, 2023   March 31, 2022   March 31, 2021 
PER UNIT OPERATING PERFORMANCE:                              
NET ASSET VALUE, BEGINNING OF PERIOD  $31.15   $32.07   $31.58   $33.62   $31.53   $24.32 
Activity from investment operations:(1)                              
Net investment income/ (loss)(2)   (0.18)   (0.26)   0.28    0.18    0.17    (0.09)
Net realized and unrealized gain/(loss) on investments   (0.75)   (0.66)   1.67    0.42    5.36    7.52 
Total from investment operations   (0.93)   (0.92)   1.95    0.60    5.53    7.43 
                               
DISTRIBUTIONS TO INVESTORS                              
From net investment income               (0.06)   (0.46)    
From net realized gains           (1.46)   (2.58)   (2.98)   (0.22)
Total distributions           (1.46)   (2.64)   (3.44)   (0.22)
                               
NET ASSET VALUE, END OF PERIOD  $30.22   $31.15   $32.07   $31.58   $33.62   $31.53 
                               
Net assets, end of period (000’s)  $281,005   $372,749   $497,054   $485,372   $468,370   $385,706 
                               
RATIOS AND SUPPLEMENTAL DATA                              
Ratios to average net assets                              
Net investment income/(loss)   (1.18%)(a)   (0.80%)   0.87%   0.54%   0.51%   (0.35%)
Total expenses(3)   2.01%(a)   1.95%   1.49%   1.45%   1.47%   1.48%
Portfolio turnover rate                              
(Master Fund)(4)   0.00%   0.00%   0.00%   0.07%   0.01%   0.00%
TOTAL RETURN(5)   (3.11%)   (2.87%)   6.22%   1.79%   18.14%   30.79%

 

(1)Selected data is for a single unit outstanding throughout the period.
(2)Based on average units outstanding during the period.
(a)Annualized.
(3)Included in the above ratio are other expenses of 0.31% as of September 30, 2025, 0.65% as of March 31, 2025, 0.27% as of March 31, 2024, 0.25% as of March 31, 2023, 0.26% as of March 31, 2022 and 0.27% as of March 31, 2021.
(4)Portfolio turnover rate for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind.
(5)Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees.

 

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

 8 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

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 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 Fund’s net asset value. The Fund’s and Master Fund’s investment adviser is Macquarie Wealth Advisers, LLC (the “Adviser”), formerly known as Central Park Advisers, LLC, 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. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board has appointed the Adviser as the Fund’s valuation designee (the “Valuation Designee”), and has assigned to the Adviser general responsibility for determining the value of the Fund’s investments. In that role, the Adviser has established a committee (the “Valuation Committee”) that oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Adviser (the “Valuation Procedures”).

 

The Fund is a feeder fund in a master-feeder structure. As of September 30, 2025, the Fund owned an amount that rounded to 100.00% of the Interests in the Master Fund with the Adviser owning an amount that 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 consolidated financial statements, which are included as Appendix A.

 9 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

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.

 

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”).

 

Cash: Cash consists of monies and interest paying deposit accounts 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.

 

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 and such differences could be material.

 

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.

 

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.

 10 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

Federal Tax Information: It is the Fund’s policy to attempt to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply with the provisions of the Code applicable to RICs and to distribute to its investors substantially all its distributable net investment income and net realized gain on investments, if any, earned each year. See Note 5 - Income Tax for more information.

 

Segment Reporting: The Fund’s chief executive officer acts as the Fund’s chief operating decision maker (CODM) assessing performance and making decisions about resource allocation. The CODM has determined that the Fund has a single operating segment since the Master Fund has a single investment strategy disclosed in the prospectus against which the CODM assesses performance. When assessing segment performance and making decisions about segment resources, the CODM relies on the Fund’s portfolio composition, total returns, expense ratios and changes in net assets which are consistent with the information contained in the Fund’s financial statements.

 

3. RELATED PARTY TRANSACTIONS

 

 

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, 2025 were $17,309, which is included in Directors’ and Officer Fees in the Statement of Operations.

 

During the period ended September 30, 2025, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $13,722 which is included in the Directors’ and Officer Fees in the Statement of Operations. As of September 30, 2025, the Fund had $48,495 payable related to the portion of the annual compensation of the Fund’s Chief Compliance Officer incurred by the Fund, which is included in Directors’ and Officer fees payable in the Statement of Assets and Liabilities.

 

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

 

DDLP serves as the placement agent (the “Placement Agent”) of the Fund. DDLP is an affiliate of the Adviser, both of which are indirect subsidiaries of Macquarie Management Holdings, Inc. (“MMH”). 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’s Class A Units are charged a quarterly Sub-Placement Agent Fee 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, 2025, the total Sub-Placement Agent Fee was $1,441,875, of which $849,486 was payable at September 30, 2025.

 

During the period ended September 30, 2025, the Fund overpaid for the repurchase of units in the amount of approximately $366,060 due to an overstatement in the Fund’s Net Asset Value (“NAV”). In accordance with the Fund’s NAV error correction policy, the Adviser has or will make a payment to compensate the Fund and its investors for capital share transactions consummated at the overstated NAV. The receivable for this payment is included in Due from Adviser on the Statement of Assets and Liabilities.

 11 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

4. ADMINISTRATION FEES

 

 

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, 2025, the total administration fees were $3,333 which is included as Accounting and administration fees in the Statement of Operations. As of September 30, 2025, the Fund had $13,333 payable for Accounting and administration fees and is included as Accounting and administration fees payable in the Statement of Assets and Liabilities.

 

5. INCOME TAX

 

 

Under the Code, the Fund may qualify for special tax status as a Regulated Investment Company (“RIC”), which allows for a deduction for dividends paid but prohibits any deduction for net operating losses. Because of the dividends paid deduction, RICs generally do not incur Fund level income tax. Generally, state tax law recognizes the federal tax status of the Fund.

 

Annually, the Fund must meet certain requirements to maintain the benefit of RIC status, including an income test, asset test, and distribution requirements.

 

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 applicable tax authority. The tax benefit associated with any tax position that does not meet the more likely than not threshold is not recognized for financial reporting purposes. The Fund has not recognized any tax liability for unrecognized tax benefits or expenses.

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended September 30, 2025, the Fund did not incur any interest or penalties.

 

The Fund and has adopted a fiscal tax year-end of September 30. For the tax year ended September 30, 2025, the Fund met all requirements to maintain its status as a RIC.

 

The September 30, 2025 book cost has been adjusted for book/tax basis differences as of the Fund’s last Tax Year End, September 30, 2025. The cost of investments and the net unrealized appreciation/(depreciation) on investments as of September 30, 2025 are noted below:

 

Federal tax cost of investments  $631,316,060 
Gross unrealized appreciation   207,455,195 
Gross unrealized (depreciation)   (133,542,653)
Net unrealized appreciation/(depreciation)   73,912,542 

 

There were no distributions during the Tax Year ended September 30, 2025. The tax character of distributions paid during the Tax Year ended September 30, 2024 was as follows;

 

Long Term Capital Gain  $51,921,445 
Ordinary Income    

 12 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

As of September 30, 2025, the components of distributable earnings/(loss) on a tax basis were as follows:

 

Undistributed Long-Term Capital Gains  $93,898,437 
Accumulated Capital & Other Losses(b)   (13,621,815)
Net Unrealized Appreciation(a)   96,643,696 
Total Accumulated Earnings/(Loss)  $176,920,318 

 

(a)The difference between book basis and tax basis net unrealized appreciation is primarily attributable to the tax treatment of partnerships.

 

(b)At September 30, 2025, the Fund had a qualified late-year ordinary loss deferral of $13,621,815 which is deemed to arise on October 1, 2025.

 

Permanent book and tax differences, primarily attributable to net operating loss, resulted in reclassification for the tax year ended September 30, 2025 as follows:

 

Paid in capital  $(22,384,869)
Total distributable earnings/(deficit)   22,384,869 

 

For the tax year ended September 30, 2024 the Fund failed to qualify as a RIC because it did not satisfy the gross income test. Accordingly, the Fund did not benefit from the deduction for dividends paid for dividends paid during the tax year ended September 30, 2024 and the Fund filed its income tax returns as a “C” corporation.

 

Because the Fund qualified as a RIC prior to its 2024 tax year and then requalified as a RIC within two years of becoming a C Corporation, the Code contains an exception to certain otherwise applicable rules that could subject built-in gains at the time of requalification to corporate income tax.

 

As a RIC, the Fund will not be able to utilize any net operating loss carryforwards to offset future entity level corporate tax. Accordingly, there are no net operating loss carryforwards available to offset future taxable income.

 

6. REPURCHASE OF UNITS

 

 

Investors do not have the right to require the Fund to redeem their Units. For the tender offer with a valuation date of September 30, 2025, the Board approved and the Fund registered to repurchase up to $80,000,000 of Interests. 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, unless waived, will be retained by the Fund and will benefit the Fund’s remaining investors. Repurchases of Fund units during the period ended September 30, 2025 are reflected as “Capital withdrawals” on the Statement of Changes in Net Assets.

 

Repurchase Date  Repurchase Units
Class A
   Repurchase Units
Class I
   Repurchase Dollars
Class A
   Repurchase Dollars
Class I
 
June 30, 2025   3,171,934    1,226,586    43,342,321    36,603,390 
September 30, 2025   2,714,189    1,416,697    37,193,078    42,806,914 

 13 

 

CPG Carlyle Commitments Fund, LLC

 

Notes to Financial Statements (Unaudited)

September 30, 2025

 

 

7. 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.

 

8. SUBSEQUENT EVENTS

 

 

In September of 2025, the Board appointed Macquarie Capital (USA) Inc. (“MCUSA”) to replace DDLP as Placement Agent of the Fund, starting in October of 2025. MCUSA is an affiliate of the Adviser and is an indirect subsidiary of Macquarie. Under the new placement agent agreement, MCUSA will have the same terms and fee structure as DDLP. In addition, certain officers and interest director of the Fund became registered representatives of MCUSA.

 

Subsequent events after September 30, 2025 have been evaluated through the date the financial statements were issued. There were no events or material transactions through the date the financial statements were issued that required recognition of disclosure in the consolidated financial statements.

 14 

 

CPG Carlyle Commitments Fund, LLC

 

Other Information (Unaudited)

September 30, 2025

 

 

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 Securities and Exchange Commission (the “SEC”) 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 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. For the Fund, this would be for the fiscal quarters ending June 30 and December 31. The Fund’s Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.

 

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.

 15 

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Statements

(Unaudited)

 

For the Period From April 1, 2025

to September 30, 2025

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Table of Contents

September 30, 2025

 

 

Consolidated Schedule of Investments 3
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
Other Information (Unaudited) 23

 

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)

September 30, 2025

 

 

   Geographic  Financing  Acquisition          Percentage of 
Investment Funds - (99.18%)  Region  Stage  Date  Cost   Fair Value   Net Assets 
Co-Investments - (13.55%)                     
Access Holdings (FPG II) L.P.(a)(b)(c)  North America  Buyout  5/24/2024  $1,842,964   $0    0.00%(d)
Carlyle Beacon Partners, L.P.(a)(b)  Asia/Pacific  Growth  9/28/2018   10,346,726    15,732,270    2.28%
Carlyle Eagle Co-Investment, L.P.(a)(b)(e)  North America  Buyout  2/15/2018   2,175,056    13,950,758    2.03%
Carlyle Encore Co-Investment II, L.P.(a)(b)  North America  Buyout  10/22/2024   15,037,500    17,097,725    2.48%
Carlyle Fourmi Co-Investment, L.P.(a)(b)  Asia/Pacific  Growth  6/29/2018   15,593,415    10,749,931    1.56%
Carlyle Jumper Co-Investment, L.P.(a)  North America  Buyout  12/12/2023   15,395,326    19,420,555    2.82%
Carlyle Mars Partners, L.P.(a)(b)  Asia/Pacific  Buyout  11/11/2016   143,119    272,514    0.04%
Carlyle RDSL Co-Investment, L.P.(a)(b)(f)  South America  Growth  9/30/2015   505,124    0    0.00%(d)
Carlyle Sapphire Partners, L.P.(a)(b)  Asia/Pacific  Growth  9/30/2015   9,565,027    8,348,670    1.21%
Matador Co-Investment, SCSp(a)(b)(f)  Europe  Special Situations  9/30/2019   5,347,196    6,447,996    0.94%
Nash Co-Investment, L.P.(a)(b)(f)  Africa  Buyout  10/10/2017   83,677    7,693    0.00%(d)
Neptune Co-Investment, L.P.(a)(b)(f)  Europe  Buyout  6/23/2017   228,652    1,290,489    0.19%
Reciprocal Capital Holdings LLC(a)(b)(g)  Asia/Pacific  Growth  1/30/2018   14,342,022    0    0.00%(d)
Total Co-Investments            90,605,804    93,318,601      
Primary Investments - (40.50%)                        
Carlyle Asia Partners Growth I, L.P.(a)(b)(f)  Asia/Pacific  Growth  5/23/2016   9,330,455    2,858,404    0.42%
Carlyle Asia Partners IV, L.P.(a)(f)  Asia/Pacific  Buyout  5/25/2014   23,665,117    3,751,736    0.54%
Carlyle Asia Partners V, L.P.(a)(b)(f)  Asia/Pacific  Buyout  10/30/2017   60,976,444    68,141,051    9.89%
Carlyle Asia Partners VI, L.P.(a)(b)(f)  Asia/Pacific  Buyout  3/6/2023   0    (1,787,909)   -0.26%
Carlyle Europe Technology Partners III, L.P.(a)(b)(f)  Europe  Growth  3/28/2015   4,579,532    4,582,305    0.67%
Carlyle Europe Technology Partners IV, L.P.(a)(b)(f)  Europe  Growth  11/30/2018   9,252,470    10,883,399    1.58%

Carlyle Europe Technology Partners V, SCSp(a)(b)(f)

  Europe  Growth  3/11/2022   17,623,908    17,430,559    2.53%
Carlyle Global Financial Services Partners II, L.P.(a)(b)(f)  Global  Buyout  6/30/2014   3,078,229    3,183,803    0.46%
Carlyle Global Financial Services Partners III, L.P.(a)(b)(h)  Global  Buyout  6/30/2017   11,721,480    16,767,369    2.43%
Carlyle International Energy Partners II, SCSp(a)(b)(f)  Global  Special Situations  11/30/2018   10,026,421    8,301,276    1.21%
Carlyle International Energy Partners, L.P.(a)(b)(f)  Global  Special Situations  3/12/2014   17,926,008    14,851,665    2.16%
Carlyle Japan International Partners V, L.P.(a)(b)(f)  Asia/Pacific  Buyout  4/20/2024   55,832    (246,735)   -0.04%
Carlyle Partners VI, L.P.(a)(b)(f)  North America  Buyout  9/20/2013   6,123,871    4,134,372    0.60%
Carlyle Partners VII, L.P.(a)(f)(i)  North America  Buyout  11/29/2017   22,105,408    26,862,495    3.90%
Carlyle Partners VIII, L.P.(a)(f)(j)  North America  Buyout  9/10/2021   18,087,454    20,781,304    3.02%
Coatue Growth Fund V-B, L.P.(a)(b)(f)  North America  Growth  3/31/2024   653,161    856,561    0.12%
CVC Credit Partners Global Special Situations Fund II, S.C.Sp(a)(f)  Europe  Special Situations  6/6/2019   7,189,931    10,058,630    1.46%
Hunter Point Capital Structured Notes Issuer, LLC(a)(b)(f)  North America  Special Situations  12/30/2022   3,863,752    3,804,331    0.55%
JLL Partners Fund VII, L.P.(a)(f)  North America  Buyout  3/31/2016   5,097,762    4,301,598    0.62%
Riverside Capital Appreciation Fund VII, L.P.(a)(b)(f)  North America  Buyout  9/16/2019   3,251,856    3,181,061    0.46%
Riverside Micro-Cap Fund VI, L.P.(a)(b)(f)  North America  Buyout  8/26/2021   8,258,509    8,450,136    1.23%
Spring Bridge Partners, L.P.(a)(b)(f)  North America  Buyout  9/17/2019   5,541,341    6,236,872    0.91%
Tiger Global Private Investment Partners XV, L.P.(a)(b)(f)  North America  Growth  3/18/2022   9,833,794    7,412,877    1.08%
Vitruvian Investment Partnership IV(a)(b)(f)  Europe  Growth  8/31/2020   9,993,897    13,073,745    1.90%
Warburg Pincus Financial Sector II, L.P.(a)(b)(f)  North America  Growth  6/9/2022   12,082,101    21,052,484    3.06%
Total Primary Investments            280,318,733    278,923,389      
Secondary Investments - (45.13%)                        

 

See accompanying Notes to Consolidated Financial Statements

3

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)

September 30, 2025

 

 

   Geographic  Financing  Acquisition          Percentage of 
Investment Funds - (99.18%)  Region  Stage  Date  Cost   Fair Value   Net Assets 
Access Holdings (FPG) L.P.(a)(b)(c)  North America  Buyout  7/22/2021  $8,376,341   $0    0.00%(d)
AE Industrial Partners Extended Value Fund, L.P.(a)(b)  North America  Buyout  6/2/2021   978,620    457,798    0.07%
ASP Helios III, L.P.(a)(f)  Europe  Buyout  4/29/2022   13,994,313    27,381,954    3.98%
ASP Jordan, L.P.(a)(f)  Europe  Buyout  4/21/2023   14,323,580    28,743,761    4.17%
ASP Oyster, L.P.(a)(b)(f)  Europe  Buyout  4/21/2023   15,521,131    21,676,145    3.15%
Audax Private Equity Fund, L.P.(a)(b)  North America  Buyout  9/30/2016   0    2,495    0.00%(d)
Blue Point Capital Partners II, L.P.(a)(b)  North America  Growth  10/23/2020   0    126,666    0.02%
Brazil Buyout Coinvestment, L.P.(a)(b)  South America  Buyout  4/2/2014   82,978    9,071    0.00%(d)
Brentwood Associates Opportunities Fund, L.P.(a)(b)(f)  North America  Growth  4/1/2021   2,545,851    2,460,130    0.36%
Carlyle Asia Partners IV Access Fund, LLC(a)(b)(f)  Asia/Pacific  Buyout  12/31/2018   20,777    427,485    0.06%
Carlyle Asia Partners IV, L.P.(a)(f)  Asia/Pacific  Buyout  5/24/2017   705,173    10,039,547    1.46%
Carlyle Cardinal Ireland Fund, L.P.(a)(b)(f)  Europe  Growth  10/31/2017   139,816    30,879    0.00%(d)
Carlyle Energy Mezzanine Opportunities Fund, L.P.(a)(b)(f)  North America  Growth  9/30/2016   528    0    0.00%(d)
Carlyle Europe Partners II, L.P.(a)(b)(f)  Europe  Buyout  7/1/2013   0    247,055    0.04%
Carlyle Europe Partners III Investment Holdings, L.P.(a)(b)  Europe  Buyout  4/2/2014   2,342,910    34,228    0.00%(d)
Carlyle Europe Technology Partners II, L.P.(a)(b)(f)  Europe  Growth  12/31/2018   292    0    0.00%(d)
Carlyle Europe Technology Partners III, L.P.(a)(b)(f)  Europe  Growth  1/24/2022   7,915,592    5,090,648    0.74%
Carlyle Europe Technology Partners IV, L.P.(a)(b)(f)  Europe  Growth  1/24/2022   3,822,784    3,262,455    0.47%
Carlyle Fourmi Co-Investment, L.P.(a)(b)  North America  Growth  1/18/2024   18,433,236    14,931,087    2.17%
Carlyle Global Financial Services Partners II L.P.(a)(b)(f)  Global  Buyout  12/31/2017   720,172    5,371,785    0.78%
Carlyle Global Financial Services Partners, L.P.(a)(b)(f)  Global  Buyout  6/30/2014   0    193,566    0.03%
Carlyle Infrastructure Partners, L.P.(a)(b)(c)(f)  North America  Buyout  8/29/2014   1,418,216    452,445    0.07%
Carlyle International Energy Partners, L.P.(a)(b)(f)  Global  Special Situations  12/29/2017   4,459,458    3,465,389    0.50%
Carlyle Mena Partners, L.P.(a)(b)(f)  Middle East/North Africa  Buyout  9/28/2018   0    37,561    0.01%
Carlyle Mezzanine Partners II, L.P.(a)(b)  North America  Credit  12/30/2015   7,568,929    2,864,166    0.42%
Carlyle Partners V Co-Investment, L.P.(a)  North America  Buyout  4/2/2014   431,763    354,277    0.05%
Carlyle Partners V, L.P.(a)(b)(f)  North America  Buyout  6/28/2013   0    3,430,893    0.50%
Carlyle Partners VI Co-Investment A (Cayman), L.P.(a)(b)  North America  Buyout  8/31/2014   144,583    0    0.00%(d)
Carlyle Partners VI, L.P.(a)(b)(f)  North America  Buyout  7/6/2016   0    1,790,597    0.26%
Carlyle Realty Partners VI, L.P.(a)(b)(f)  North America  Buyout  4/25/2018   98,083    66,499    0.01%
Carlyle South America Buyout Fund, L.P.(a)(b)  South America  Buyout  10/31/2017   0    20,325    0.00%(d)
Carlyle Strategic Partners II, L.P.(a)(b)(f)  North America  Special Situations  8/16/2013   2,205,745    0    0.00%(d)
Carlyle Strategic Partners III Coinvestment, L.P.(a)(b)  North America  Special Situations  4/2/2014   406    112,993    0.02%
Carlyle U.S. Equity Opp Fund II Coinvestment, L.P.(a)  North America  Growth  3/15/2019   122    0    0.00%(d)
Carlyle U.S. Equity Opportunity Fund II, L.P.(a)(b)(f)  North America  Growth  3/20/2018   269,204    4,110,874    0.60%
Carlyle U.S. Growth Fund III, L.P.(a)(b)(f)  North America  Growth  12/31/2018   0    99,347    0.01%
Carlyle/Riverstone Global Energy & Power Fund III, L.P.(a)(b)(f)  North America  Buyout  9/30/2014   2,014,789    0    0.00%(d)
Cerberus Institutional Overseas IV, Ltd.(a)(b)(f)  North America  Special Situations  7/1/2018   0    120,087    0.02%

 

See accompanying Notes to Consolidated Financial Statements

4

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)

September 30, 2025

 

 

   Geographic  Financing  Acquisition          Percentage of 
Investment Funds - (99.18%)  Region  Stage  Date  Cost   Fair Value   Net Assets 
Cerberus Institutional Partners, L.P. - Series 4(a)(b)(f)  North America  Special Situations  10/17/2019  $0   $6,004    0.00%(d)
Cerberus International SPV, Ltd. Class A(a)(b)  North America  Special Situations  7/1/2018   0    314,543    0.05%
Cerberus International SPV, Ltd. Class B-8(a)(b)  North America  Special Situations  6/13/2016   0    171,776    0.02%
Cerberus International, Ltd. Class A(a)(b)  North America  Special Situations  7/1/2018   0    153,648    0.02%
Coatue Growth Fund V(a)(b)(f)  North America  Growth  7/14/2023   1,590,930    2,525,328    0.37%
Delta-V CI, L.P.(a)(b)(f)  North America  Growth  10/8/2024   3,030,000    4,705,271    0.68%
Delta-V PS, L.P.(a)(b)  Israel  Growth  5/1/2023   5,185,000    12,145,117    1.76%
ECP R&T Feeder Fund, L.P.(a)(b)(f)  North America  Buyout  3/19/2025   7,005,164    8,011,609    1.16%
Euro Wagon II, L.P.(a)(b)  North America  Special Situations  7/1/2016   0    103,315    0.01%
FB HA Holdings, L.P.(a)(b)(c)  North America  Growth  8/30/2021   466,506    4,392,663    0.64%
Harbinger Streamline Offshore Fund, LLC(a)(b)  North America  Special Situations  7/1/2018   768,168    0    0.00%(d)
Icon Software Partners, L.P. Class B(a)(b)(f)  North America  Growth  9/1/2020   173,759    9,217,375    1.34%
Jll Partners Fund V, L.P.(a)(b)(f)  North America  Buyout  12/30/2015   1,842,391    1,595,503    0.23%
Laverne Buyer Holdings I, LLC(a)(b)  North America  Growth  4/10/2018   0    429,022    0.06%
Laverne Buyer Holdings II, LLC(a)(b)  North America  Growth  4/10/2018   0    207,733    0.03%
Laverne Buyer Holdings III, LLC(a)(b)  North America  Growth  4/10/2018   4,812,405    4,030,905    0.59%
Laverne Buyer Holdings V, LLC(a)(b)  North America  Growth  4/10/2018   1,350,510    853,964    0.12%
LEP Opportunities II, L.P.(a)(b)(f)  North America  Buyout  7/6/2022   14,420,227    17,656,435    2.56%
Mena Co-Investment, L.P.(a)(b)  Middle East/North Africa  Buyout  4/2/2014   11,861    133,947    0.02%
Neoma Private Equity Fund IV, L.P.(a)(b)(f)  Middle East/North Africa  Buyout  12/31/2017   5,842,428    2,718,027    0.39%
New Enterprise Associates 10, L.P.(a)(b)  North America  Growth  4/5/2017   0    89,374    0.01%
Newport Global Opportunities Fund, L.P.(a)(b)(c)  North America  Buyout  12/29/2014   8,158,631    3,063,731    0.44%
OCM Opportunities Fund VII (Cayman) Ltd.(a)(b)  North America  Special Situations  10/17/2019   97,255    0    0.00%(d)
OCM Opportunities Fund VII, L.P.(a)(b)  North America  Special Situations  10/17/2019   8,734    0    0.00%(d)
OCM Opportunities Fund VIIB (Cayman) Ltd.(a)(b)(f)  North America  Special Situations  10/17/2019   531    0    0.00%(d)
Passero 18, L.P.(a)(b)  North America  Buyout  6/22/2018   472,371    11,355,372    1.65%
Pegasus WSJLL Fund, L.P.(a)(b)(f)  North America  Buyout  12/15/2021   13,227,194    15,211,522    2.21%
Presidio Investors Elv Continuation Fund, L.P.(a)(b)(f)  North America  Buyout  12/16/2022   9,701,820    14,986,659    2.18%
Revelstoke EPIC Fund I, L.P.(a)(b)(f)  North America  Growth  8/26/2019   14,138,968    21,186,438    3.08%
Riverside Micro-Cap Fund III, L.P.(a)(b)(f)  North America  Buyout  5/1/2019   0    4,626,116    0.67%
Riverstone Global Energy & Power Fund V, L.P.(a)(b)(c)(f)  North America  Buyout  9/30/2014   10,295,021    528,151    0.08%
Riverstone/Carlyle Global Energy & Power Fund IV, L.P.(a)(b)(c)(f)  North America  Buyout  9/30/2014   5,164,077    0    0.00%(d)
Riverstone/Carlyle Renewable & Alternate Energy Fund II, L.P.(a)(b)(c)(f)  North America  Buyout  11/12/2014   725,760    36,696    0.01%
Strategic Value Global Opportunities Feeder Fund 1-A, L.P.(a)(b)  North America  Special Situations  12/31/2016   1,832,025    0    0.00%(d)
Strategic Value Global Opportunities Fund 1-A, L.P.(a)(b)  North America  Special Situations  12/31/2016   122,510    0    0.00%(d)
Strategic Value Special Situations Feeder Fund, L.P.(a)(b)  North America  Special Situations  12/31/2016   1,917,818    4,098,055    0.59%
Strategic Value Special Situations Fund, L.P.(a)(b)  North America  Special Situations  12/31/2016   168,691    356,422    0.05%
Styx International, Ltd. Series 1(a)(b)  North America  Credit  7/1/2018   96,923    83,346    0.01%
Styx International, Ltd. Series 4(a)(b)  North America  Credit  7/1/2018   45,700    39,298    0.01%
Styx International, Ltd. Series 5(a)(b)  North America  Credit  7/1/2018   21,165    18,201    0.00%(d)
Tiger Global XV(a)(b)(f)  North America  Growth  7/14/2023   2,513,760    3,706,438    0.54%

 

See accompanying Notes to Consolidated Financial Statements

5

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)

September 30, 2025

 

 

   Geographic  Financing  Acquisition          Percentage of 
Investment Funds - (99.18%)  Region  Stage  Date  Cost   Fair Value   Net Assets 
TPG AAF Partners N-A, L.P.(a)(b)(f)  North America  Buyout  6/22/2021  $0   $5,319    0.00%(d)
Vitruvian Investment Partnership I Continuation Fund(a)(b)(f)  Europe  Growth  8/7/2019   2,994,576    8,183,464    1.19%
Warburg Pincus Energy, L.P.(a)(f)  North America  Buyout  9/28/2018   511,136    936,248    0.14%
Warburg Pincus XI (Asia), L.P.(a)(b)  Asia/Pacific  Growth  9/29/2017   13,723,871    6,642,813    0.96%
Warrior Buyer Holdings, LLC(a)(b)  North America  Special Situations  10/2/2018   16,017,900    8,905,757    1.29%
Total Secondary Investments            256,991,178    310,843,813      
                         
Total Investment Funds            627,915,715    683,085,803      
                         
Short-Term Investments - (3.22%)           Cost   Fair Value      
Money Market Funds - (3.22%)                        
Fidelity Treasury Only Money Market Fund, 3.66%(k)         2,368,519    2,368,519      
Goldman Sachs Financial Square Treasury Instruments Fund, Class Institutional, 3.64%(k)      2,374,117    2,374,117      
JP Morgan 100% U.S. Treasury Securities Money Market Fund, Class I, 3.81%(k)      2,374,788    2,374,788      
Morgan Stanley Institutional Liquidity Fund, Class I, 4.02%(k)         15,025,375    15,025,375      
Total Money Market Funds           $22,142,799   $22,142,799      
                         
Total Short-Term Investments            22,142,799    22,142,799      
                         
Total Investments - 102.40%           $650,058,514   $705,228,602      
Liabilities in Excess of Other Assets- (2.40%)              (16,506,240)     
Net Assets - 100.00%                $688,722,362      

 

(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 $683,085,803, which represents 103.46% of net assets as of September 30, 2025.
(b)Non-income producing security.
(c)Security is held by, in its entirety or partially, by CPG TCG Acquisition Fund, LLC.
(d)Rounds to less than 0.005%.
(e)Security is held by MCC Eagle Holdco, LLC.
(f)The Fund held unfunded commitments in the investment as of September 30, 2025. Total unfunded commitments amount to $248,400,792 as of September 30, 2025.
(g)The value of this security was determined using significant unobservable inputs and is reported as a Level 3 security in the disclosure table located in Note 3 in "Notes to the consolidated financial statements".
(h)Security is held by MCC Splitter No. 3, LLC.
(i)Security is held by MCC Splitter No. 1, LLC.
(j)Security is held by MCC Splitter No. 2, LLC.

(k)The rate shown is the annualized 7-day yield as of September 30, 2025.

 

See accompanying Notes to Consolidated Financial Statements

6

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Schedule of Investments (Unaudited)

September 30, 2025

 

 

Investments as of September 30, 2025

 

Private Equity Type  Percent of Total Net Assets 
Investment Funds     
Co-Investments   13.55%
Primary Investments   40.50%
Secondary Investments   45.13%
Total Investment Funds   99.18%
Short-Term Investments     
Money Market Funds   3.22%
Total Investments   102.40%
Liabilities in excess of other assets   (2.40%)
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, 2025

 

 

ASSETS    
Investments, at fair value (Cost $650,058,513)  $705,228,602 
Cash   49,460,499 
Cash denominated in foreign currencies(Cost $15,975,093)   16,007,629 
Interest receivable   203,198 
Distributions from Investment Funds receivable   1,824,195 
Prepaid Directors’ and Officer fees   16,999 
Prepaid expenses and other assets   475,991 
Total assets   773,217,113 
     
LIABILITIES    
Payable for shares repurchased, due to Feeder Fund   79,999,992 
Payable to Adviser   2,405,938 
Deferred tax liabilities   1,321,355 
Payable for contributions to Investment Funds, not yet settled   327,675 
Administration and fund accounting fees payable   134,765 
Professional fees payable   61,791 
Directors' and Officer fees payable   43,805 
Accounts payable and other accrued expenses   199,430 
Total liabilities   84,494,751 
Commitments and contingencies (Note 3)     
Members’ Equity – Net Assets  $688,722,362 

 

See accompanying Notes to Consolidated Financial Statements

8

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Operations (Unaudited)

September 30, 2025

 

 

   For the Six 
   Months Ended 
   September 30, 2025 
   (Unaudited) 
Investment Income     
Interest Income  $1,633,518 
Dividend Income  $1,754,858 
Total investment income  $3,388,376 
      
Expenses     
Management fee  $5,171,078 
Commitment fee expense   585,640 
Accounting and administration fees   345,490 
Professional fees   340,535 
Directors' and Officer fees   65,031 
Tax expense   57,068 
Transfer agent fees   30,803 
Custodian fees   18,857 
Insurance expense   8,560 
Other fees   18,890 
Total expenses   6,641,952 
NET INVESTMENT INCOME/(LOSS)  $(3,253,576)
      
Net Realized Gain/(Loss) and Change in Unrealized Appreciation/(Depreciation) on Investments and Other     
Foreign Currency Denominated Assets and Liabilities     
Net realized gain/(loss) from:     
Investments   28,844,273 
Foreign currency   585,920 
Net change in unrealized appreciation/(depreciation) on:     
Investments   (54,457,258)
Foreign Currency   (106,889)
Deferred Tax   1,826,190 
Net change in unrealized appreciation/(depreciation), net of deferred taxes   (52,737,957)
NET REALIZED GAIN/(LOSS) AND UNREALIZED APPRECIATION/(DEPRECIATION) ON INVESTMENTS AND FOREIGN CURRENCY DENOMINATED ASSETS AND LIABILITIES   (23,307,764)
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS  $(26,561,340)

 

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   For the 
   September 30, 2025   Year Ended 
   (Unaudited)   March 31, 2025 
Changes in Net Assets Resulting from Operations          
Net investment income/(loss)  $(3,253,576)  $(3,264,764)
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes   29,430,193    54,074,945 
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes   (52,737,957)   (73,353,850)
Net Change in Net Assets Resulting from Operations   (26,561,340)   (22,543,669)
           
Change in Net Assets Resulting from Capital Transactions          
Capital contributions       4,226,988 
Capital withdrawals   (165,001,141)   (249,459,666)
Net Change in Net Assets Resulting from Capital Transactions   (165,001,141)   (245,232,678)
Total Net Increase/(Decrease) in Net Assets   (191,562,481)   (267,776,347)
           
Net Assets          
Beginning of period/year   880,284,843    1,148,061,190 
End of period/year  $688,722,362   $880,284,843 

 

See accompanying Notes to Consolidated Financial Statements

10

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Statement of Cash Flows

 

 

   For the Six Months 
   Ended 
   September 30, 2025 
   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net increase/(decrease) in net assets resulting from operations  $(26,561,340)
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:     
Purchase of investment Funds   (14,482,555)
Capital distributions received from Investment Funds, net of distributions from Investment Funds receivable   137,396,510 
Net proceeds from short-term investments   44,332,589 
Net realized gain from investments   (28,844,273)
Net change in unrealized appreciation/(depreciation) on investments   54,457,258 
(Increase)/Decrease in Assets:     
Interest receivable   206,459 
Prepaid Directors' and Officer fees   34,001 
Prepaid expenses and other assets   (195,597)
Increase/(Decrease) in Liabilities:     
Professional fees payable   (152,500)
Directors' and Officer fees payable   9,033 
Payable to Adviser   (664,117)
Administration and fund accounting fees payable   35,868 
Deferred Tax Liabilities   (1,826,190)
Accounts payable and other accrued expenses   (27,753)
Net cash provided by/(used in) operating activities   163,717,393 
     
CASH FLOWS FROM FINANCING ACTIVITIES:    
Payments for shares repurchased, net of change in payable for shares repurchased   (197,049,844)
Net cash provided by/(used in) financing activities   (197,049,844)
      
Net Change in cash  $(33,332,451)
Cash, beginning of period  $98,800,579 
Cash, end of period  $65,468,128 
* Includes cash denominated in foreign currencies.     
      
Reconciliation of cash at the beginning of the period to the Consolidated Statement of Assets and Liabilities:     
Cash   93,782,403 
Cash denominated in foreign currencies   5,018,176 
Cash, beginning of period   98,800,579 
      
Reconciliation of cash at the end of the period to the Consolidated Statement of Assets and Liabilities:     
Cash   49,460,499 
Cash denominated in foreign currencies   16,007,629 
Cash, end of period   65,468,128 

 

See accompanying Notes to Consolidated Financial Statements

11

 

CPG Carlyle Commitments Master Fund, LLC

 

Consolidated Financial Highlights

 

 

   For the Period
Ended
September 30,
2025 (Unaudited)
    
 
For the Year Ended
March 31, 2025
    
 
For the Year Ended
March 31, 2024
    
 
For the Year Ended
March 31, 2023
    
 
For the Year Ended
March 31, 2022
    
 
For the Year Ended
March 31, 2021
 
Net Assets:                              
Net assets, end of period (in thousands)  $688,722   $880,285   $1,148,061   $1,163,541   $1,164,872   $1,014,108 
                               
Ratios/Supplemental Data:                              
Ratios to average net assets                              
Net investment income/(loss) (1)   (0.75%)(2)   (0.30%)   0.96%   0.61%   0.60%   (0.26%)
Total expenses(3)   1.54%(2)   1.42%   1.37%   1.37%   1.37%   1.39%
Portfolio turnover   0.00%(4)   0.00%   0.00%   0.07%   0.01%   0.00%
Total Return(5)   (3.15%)(4)   (2.34%)   6.33%   1.88%   18.22%   30.86%

 

(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 0.17% as of September 30, 2025, 0.22% as of March 31, 2025, 0.17% as of March 31, 2024, 0.17% as of March 31, 2023, 0.17% as of March 31, 2022, and 0.18% as March 31, 2021.
(4)Not annualized.
(5)Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the 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, 2025

 

 

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”), MCC Eagle Holdco, LLC, MCC Splitter No. 1, LLC ("MCC Splitter No.1"), MCC Splitter No. 2, LLC ("MCC Splitter No. 2"), MCC Splitter No. 3, LLC, MCC Holdco No. 1, LLC, MCC Holdco No. 2, LLC and MCC Holdco No. 3, LLC (collectively, the "Subsidiaries") and are wholly owned entities and are consolidated in the Master Fund’s consolidated financial statements. The Master Fund’s investment adviser is Macquarie Wealth Advisers, LLC (the “Adviser”), formerly known as Central Park Advisers, LLC, 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. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board has appointed the Adviser as the Master Fund’s valuation designee (the “Valuation Designee”). In that role, the Adviser has established a committee (the “Valuation Committee”) that oversees the valuation of the Master Fund’s investments pursuant to procedures adopted by the Adviser (the “Valuation Procedures”).

 

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, 2025, the Feeder Fund owned an amount that rounded to 100.00% of the Master Fund’s Interests with the Adviser owning an amount that 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.

13

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

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

 

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

 

Cash: Cash consists of monies and interest paying deposit accounts 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 banker’s acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation and repurchase agreements.

 

Forward Foreign Currency Contracts: A forward foreign currency exchange contract (“forward currency contracts”) is an obligation to buy or sell a specified currency at a future date at a negotiated rate (which may be U.S. dollars or a foreign currency). The Master Fund may enter into forward currency contracts for hedging purposes, including, but not limited to, reducing exposure to changes in foreign currency exchange rates on foreign portfolio holdings and locking in the U.S. dollar cost of firm purchase and sale commitments for securities denominated in or exposed to foreign currencies. The Master Fund may also invest in forward currency contracts for non-hedging purposes such as seeking to enhance returns. The Master Fund is subject to currency risk and counterparty risk in the normal course of pursuing its investment objective through its investments in forward currency contracts.

 

Forward currency contracts are valued by converting the foreign value to U.S. dollars by using the current spot U.S. dollar exchange rate and/or forward rate for that currency. Exchange and forward rates as of the close of the NYSE are used to value the forward currency contracts. The unrealized appreciation/(depreciation) for forward currency contracts is reported in the Consolidated Statement of Assets and Liabilities as a receivable or payable and in the Consolidated Statement of Operations for the change in unrealized net appreciation/depreciation (if applicable). The realized gain or loss arising from the difference between the U.S. dollar cost of the original contract and the value of the foreign currency in U.S. dollars upon closing a forward currency contract is reported on the Consolidated Statement of Operations (if applicable).

 

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)

September 30, 2025

 

 

Use of Estimates: The preparation of consolidated 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 consolidated 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 and such differences could be material.

 

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.

 

Segment Reporting: The Master Fund's chief executive officer acts as the Master Fund's chief operating decision maker (CODM), assessing performance and making decisions about resource allocation. The CODM has determined that the Master Fund has a single operating segment since the Master Fund has a single investment strategy disclosed in the prospectus against which the CODM assesses performance. When assessing segment performance and making decisions about segment resources, the CODM relies on the Master Fund's portfolio composition, total returns, expense ratios and changes in net assets which are consistent with the information contained in the Master Fund's financial statements.

 

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. Investors in the Master Fund are individually liable for the taxes on their allocated share of such income or gains of the Master Fund. As such, the Master Fund does not have a deferred tax liability included in the Consolidated Statement of Assets and Liabilities as of September 30, 2025. 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. See Consolidation of Subsidiaries below and Note 7, Income Tax, for more information.

 

Consolidation of Subsidiaries: These consolidated financial statements include the financial position and the results of operations of the Master Fund and the Subsidiaries, each a Delaware limited liability company. The Subsidiaries have the same investment objective as the Master Fund. CPG TCG, MCC Holdco No. 1, and MCC Holdco No. 2 (individually, "Blocker" and collectively, "Blockers") are taxed as corporations. See Note 7, Income Tax, for related tax disclosures. As of September 30, 2025, the total value of investments held by the Subsidiaries is $86,923,773 or 13.17% of the Master Fund’s net assets.

 

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.

15

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

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,” and are excluded from the fair value hierarchy 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.

 

The NAV of the Master Fund is determined by, or at the direction of, the Adviser on the last business day of each month end, each date that a closing occurs and at such other times as the Board shall determine. 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 oversees the valuation process of the Master Fund’s investments. The Valuation 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 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. Direct investments are valued based either on information supplied by the sponsor, or by a third party valuation agent.

16

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

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, 2025:

 

   Level 1*   Level 2*   Level 3*   Investments
Measured at Net
Asset Value(1)
   Total 
Investments                         
Investment Funds  $   $   $   $683,085,803   $683,085,803 
Short-Term Investments   22,142,799                22,142,799 
Total  $22,142,799   $   $   $683,085,803   $705,228,602 

 

* The Fund did not hold level 2 or level 3 securities at period end.

 

(1)These investments are presented for reconciliation purposes and are not required to be categorized in the fair value hierarchy since they are measured at net asset value, without adjustment, as permitted as a practical expedient.

 

The Master Fund’s private equity investments financing stage with their corresponding unfunded commitments and other attributes, as of September 30, 2025, 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 $ 397,399,710 $163,974,935 Up to 10 years None N/A N/A
Growth Capital Non-control investments in established companies with strong growth characteristics 221,409,195 50,098,782 Up to 10 years None N/A N/A
Special Situations/ Other Investments in mezzanine, distressed debt, energy/utility and turnarounds 64,276,898 34,327,075 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 offering documents, to modify and waive such terms.

 

The following is a summary of investment strategies of the Investment Funds held by the Master Fund as of September 30, 2025.

 

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.

 

Buyout: 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.

17

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

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.

 

4. RELATED PARTY TRANSACTIONS

 

 

As of September 30, 2025, the Master Fund and its Subsidiaries 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 Interests 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, 2025, the Adviser earned $5,171,078 of Management Fees which is included in the Consolidated Statement of Operations, of which $2,405,938 was payable at September 30, 2025 and is included in Payable to Adviser in the Consolidated Statement of Assets and Liabilities.

 

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, 2025 was $17,309, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.

 

During the period ended September 30, 2025, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $13,722, which is included in Directors’ and Officer Fees in the Consolidated Statement of Operation. As of September 30, 2025 $48,495 was payable and included in Directors and Officers fees payable in the Consolidated Statement of Assets and Liabilities.

18

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

Certain officers and the interested director of the Master Fund are also Officers of the Adviser and the Subsidiaries, and are registered representatives of Delaware Distributors, L.P. ("DDLP"), the Feeder Fund's placement agent.

 

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, 2025, the total administration fees were $345,490 which is included in Accounting and administration fees in the Consolidated Statement of Operations, of which $134,765 was payable at September 30, 2025 and is included in Administration and fund accounting 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.

 

6. INVESTMENTS

 

 

For the period ended September 30, 2025, total purchases or capital contributions to, and total proceeds from redemptions or other dispositions of investments, excluding short-term investments, amounted to $12,139,525 and $134,011,806, 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, subject to the review of the Advisor, as to the amounts of taxable income allocated to the Master Fund as of period ended September 30, 2025.

 

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. INCOME TAX

 

 

The Fund is classified as a partnership for U.S. federal income tax purposes and is not subject to entity-level federal income tax. However, the Fund owns subsidiaries that are classified as corporations ("Blockers") that are subject to federal and state income taxes and file separate tax returns. Blockers file separate federal and state income tax returns from the Fund.

 

The Fund and Blockers have adopted a tax year-end of September 30. In determining any required income tax balances, the Blockers measure current income tax balances by applying the enacted tax law. Deferred tax balances are recognized for the expected future tax consequences of differences that may exist between the financial accounting basis and the tax basis of assets and liabilities (temporary differences) and for tax loss carryforwards. The deferred tax balances are measured using the enacted tax rates expected to apply in the period the temporary difference is anticipated to be settled.

 

The recoverability of deferred tax assets is assessed separately at the Blockers, as applicable, based upon the weight of available positive and negative evidence regarding sources of future taxable income. When assessing the recoverability of deferred tax assets, significant weight is given to the period over which the deferred tax assets can be realized and the recent history of pre-tax earnings. If the Adviser concludes that it is more likely than not (a likelihood of more than 50%) that some portion or all the deferred tax assets will not be realized as stated, a valuation allowance is recognized to reduce the value of the deferred tax assets.

 

Management evaluates the tax positions taken or expected to be taken in the course of preparing the Blockers’ tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. The tax benefit associated with any tax position that does not meet the more-likely-than-not threshold is not recognized for financial reporting purposes. The Blockers have not recognized any tax liability for unrecognized tax benefits or expenses. The Blockers 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, 2025, the Blockers did not incur any interest or penalties.

19

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

For financial reporting purposes, the components of income before provision for income taxes were as follows:

 

   Period Ended
September 30, 2025
 
Domestic  $(5,684,397)
Foreign  $ 
Income (loss) before income taxes  $(5,684,397)

 

The provision for income tax expense (benefit) is comprised of the following:

 

   Period Ended September
30, 2025
 
Current:     
Federal  $ 
State  $ 
Foreign  $ 
Total current tax expense (benefit)  $ 
      
Deferred:     
Federal  $(1,368,546)
State  $(457,644)
Foreign  $ 
Total deferred tax expense (benefit)  $(1,826,190)
Total provision for income tax expense (benefit)  $(1,826,190)

 

The effective tax rate varies from the expected statutory tax rate of 21% as follows:

 
   Period Ended September 30, 2025 
Federal tax (benefit) at statutory rate  $(1,193,724)   21.0%
State tax (benefit), net of federal benefit  $(243,252)   4.3%
Adjustment to deferred tax values  $(456,730)   8.0%
Return to provision  $1,148    (0.0)%
Valuation allowance change  $66,368    (1.2)%
Total provision for income tax expense (benefit)  $(1,826,190)   32.1%

20

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

Significant components of the Blocker's deferred tax assets (liabilities) recognized in the financial statements are as follows:

 

   Period Ended
September 30, 2025
 
Deferred tax assets:     
Federal net operating loss  $229,804 
State net operating loss  $28,832 
Capital loss carryforward  $617,280 
Total deferred tax assets  $875,916 
      
Deferred tax liabilities:     
Investment in Partnership  $(1,438,748)
Total deferred tax liabilities  $(1,438,748)
Valuation allowance:  $(758,524)
Net deferred tax assets (liabilities)  $(1,321,355)

 

The federal net operating loss carryover is $452,616 and does not expire. The state net operating loss carryover is $376,518; expiration varies by state law. The capital loss carryover is $2,471,984, which begins to expire if unused in the tax year ending September 30, 2024.

 

The Master Fund and Blockers are subject to examination by federal and state income tax authorities. The Master Fund and Blockers do not have any on-going federal or state income tax examinations. As of the balance sheet date, tax years ending after September 30, 2021 are open to examination.

 

8. 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.

 

9. REPURCHASE OF INVESTORS' INTERESTS

 

 

Investors do not have the right to require the Master Fund to redeem their Interests or a portion thereof. For the tender offer with a valuation date of September 30, 2025, the Board approved and the Master Fund registered to repurchase up to $80,000,000 of Interests. Repurchases of Fund units during the period ended September 30, 2025 are reflected as “Capital withdrawals” on the Consolidated Statement of Changes in Net Assets.

 

Repurchases for the period ended September 30, 2025:

 

Repurchase Date  Repurchase Dollars 
June 30, 2025   85,001,149 
September 30, 2025   79,999,992 

21

 

CPG Carlyle Commitments Master Fund, LLC

 

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2025

 

 

10. INDEMNIFICATION

 

 

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

 

11. LINE OF CREDIT

 

 

The Master Fund may borrow money to manage its cash flow needs associated with calling investor commitments, satisfying capital calls, managing distributions to investors and paying ongoing expenses. The provisions of the 1940 Act provide that the Master Fund may borrow in an amount up to 33 1/3% of its total assets (including the proceeds from leverage).

 

The Master Fund entered into a new credit facility (the "Facility") on July 8, 2024 with Barclays Bank PLC (“Barclays”) with a maximum borrowing amount of $75,000,000, which expires on July 6, 2029, subject to the restrictions and terms of the credit agreement. For borrowing under the Facility, the Master Fund is charged 3.25% (per annum) plus SOFR (Secured Overnight Financing Rate) on the amounts borrowed. The commitment fee on the daily unused loan balance of the Line of Credit accrues at 1.10% and is included in Commitment fee expense in the Consolidated Statement of Operations. As of and for the period ended September 30, 2025, the Master Fund did not borrow under the Facility.

 

12. SUBSEQUENT EVENTS

 

 

In September of 2025 the Board appointed Macquarie Capital (USA) Inc. ("MCUSA") to replace DDLP as Placement Agent of the Feeder Fund, starting in October 2025. MCUSA is an affiliate of the Adviser and is an indirect subsidiary of Macquarie. Under the new placement agent agreement, MCUSA will have the same terms and fee structure as DDLP. In addition, certain officers and the interested director of the Master Fund became registered representatives of MCUSA.

 

Subsequent events after September 30, 2025 have been evaluated through the date the consolidated financial statements were issued. There were no events or material transactions through the date the consolidated financial statements were issued that required recognition in the consolidated financial statements.

22

 

CPG Carlyle Commitments Master Fund, LLC

 

Other Information (Unaudited)

September 30, 2025

 

 

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 Securities and Exchange Commission (the “SEC”) 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 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. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. The Master Fund’s Form N-PORT filings can be found free of charge on the SEC’s website at http://www.sec.gov.

 

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.

23

 

(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. INVESTMENTS.

 

(a) 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.

 

(b) Not applicable.

 

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable.

 

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

 

Not applicable during the period covered by this report.

 

 

ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to semi-annual reports.

 

ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to semi-annual reports.

 

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s board of directors during the period covered by this report.

 

ITEM 16. 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 17. 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 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

 

(a) Not applicable.

 

(b) Not applicable.

 

ITEM 19. 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) None.

 

(a)(4) None.

 

(a)(5) 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/ Alex Lee  
     
  Alex Lee  
  (Principal Executive Officer)  
     
Date December 8, 2025  

 

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/ Alex Lee  
     
  Alex Lee  
  (Principal Executive Officer)  
     
Date December 8, 2025  
     
By (Signature and Title)* /s/ Trishamarie Chan  
     
  Trishamarie Chan  
  (Principal Financial Officer)  
     
Date December 8, 2025  

 

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