N-CSR 1 fp0026172_ncsr.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 811-22764

CPG Carlyle Commitments Master Fund, LLC
 (Exact name of registrant as specified in charter)

805 Third Avenue
New York, New York 10022
 (Address of principal executive offices) (Zip code)

Mitchell A. Tanzman
c/o Central Park Advisers, LLC
805 Third Avenue
New York, NY 10022
 (Name and address of agent for service)

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

Date of fiscal year end: March 31

Date of reporting period: March 31, 2017

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.
 
CPG Carlyle Commitments Master Fund, LLC
 
(formerly CPG Carlyle Master Fund, LLC)
 
Consolidated Financial Statements
 
For the Year Ended March 31, 2017
 
With Report of Independent Registered Public Accounting Firm
 

CPG Carlyle Commitments Master Fund, LLC
 
Table of Contents
For the Year Ended March 31, 2017

 
Report of Independent Registered Public Accounting Firm
1
Consolidated Schedule of Investments
2-5
Consolidated Statement of Assets and Liabilities
6
Consolidated Statement of Operations
7
Consolidated Statements of Changes in Net Assets
8
Consolidated Statement of Cash Flows
9
Consolidated Financial Highlights
10
Notes to Consolidated Financial Statements
11-18
Other Information (unaudited)
19-20
Fund Management (unaudited)
21-22
 

CPG Carlyle Commitments Master Fund, LLC
 
Report of Independent Registered Public Accounting Firm
March 31, 2017

 
The Board of Directors and Unit holders of
CPG Carlyle Commitments Master Fund, LLC
 
We have audited the accompanying consolidated statement of assets and liabilities of CPG Carlyle Commitments Master Fund, LLC (formerly, CPG Carlyle Master Fund, LLC) (the “Fund”), including the consolidated schedule of investments, as of March 31, 2017, and the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the years or periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of investments in Investment Funds, Direct Investments and Short-Term Investments as of March 31, 2017, by correspondence with management of the underlying Investment Funds and others or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the consolidated financial position of CPG Carlyle Commitments Master Fund, LLC at March 31, 2017, the consolidated results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the years or periods indicated therein, in conformity with U.S. generally accepted accounting principles.
 
 
Boston, Massachusetts
May 30, 2017
 
1
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Schedule of Investments
March 31, 2017

 
Investment Funds — 65.16%
Geographic
Region
 
Cost
   
Fair
Value
 
Co-Investments — 7.48%
             
Carlyle ECI Coinvestment, L.P. a
North America
 
$
3,015,557
   
$
4,420,493
 
Carlyle Havasu Coinvestment, L.P. a
North America
   
7,235,350
     
7,228,057
 
Carlyle Interlink Coinvestment, L.P. a
North America
   
3,429,322
     
1,945,496
 
Carlyle Mars Partners a
Asia/Pacific
   
3,073,495
     
2,865,365
 
Carlyle RDSL Coinvestment, L.P. a
South America
   
13,527,438
     
20,502,035
 
Carlyle Sapphire Partners, L.P. a
North America
   
9,180,000
     
9,149,185
 
CEMOF II Master Co-Investment Partners, L.P. a
North America
   
4,155,145
     
4,328,209
 
CSP III Canaveral Co-investment (Cayman), L.P. a
North America
   
4,128,441
     
4,183,857
 
CSP III Magellan Co-investment (Cayman), L.P. a
North America
   
4,519,908
     
2,687,657
 
Carlyle PIB Coinvestment, L.P. a
Europe
   
14,553,513
     
13,604,753
 
Riverstone Fieldwood Fund, L.P. a
North America
   
306,938
     
490,510
 
Total Co-Investments
   
67,125,107
     
71,405,617
 
                   
Primary Investments — 14.77%
                 
Carlyle Asia Growth Partners V, L.P. a
Asia/Pacific
   
2,963,024
     
2,837,522
 
Carlyle Asia Partners IV, L.P. a
Asia/Pacific
   
36,909,370
     
45,464,905
 
Carlyle Europe Technology Partners III, L.P. a
Europe
   
10,876,560
     
12,169,481
 
Carlyle Global Financial Services Partners II, L.P. a
Global
   
28,533,277
     
28,195,583
 
Carlyle International Energy Partners, L.P. a
Global
   
8,007,852
     
8,216,942
 
Carlyle Partners VI, L.P. a
North America
   
12,635,611
     
12,858,851
 
Carlyle Strategic Partners III, L.P. a
North America
   
7,773,812
     
8,316,130
 
Golub Capital Partners 10, L.P. a
North America
   
18,750,000
     
18,750,000
 
JLL Partners Fund VII, L.P. a
North America
   
4,755,976
     
4,138,176
 
Total Primary Investments
   
131,205,482
     
140,947,590
 
                   
Secondary Investments — 42.91%
                 
Aberdeen Venture Partners IV, L.P. a
North America
   
246,931
     
602,967
 
Audax Private Equity Fund, L.P. a
North America
   
22,196
     
38,199
 
Brazil Buyout Coinvestment, L.P. a
South America
   
133,482
     
107,810
 
Caliburn Strategic Fund a
Europe
   
369,280
     
583,916
 
Carlyle Asia Growth Partners III, L.P. a
Asia/Pacific
   
2,709,511
     
1,404,706
 
Carlyle Asia Growth Partners III Coinvestment, L.P. a
Asia/Pacific
   
133,035
     
241,255
 
Carlyle Asia Growth Partners IV, L.P. a
Asia/Pacific
   
35,770,438
     
37,641,193
 
Carlyle Asia Growth Partners IV Coinvestment, L.P. a
Asia/Pacific
   
1,583,880
     
1,429,868
 
Carlyle Asia Partners II, L.P. a
Asia/Pacific
   
5,218,584
     
2,494,764
 
Carlyle Asia Partners II Coinvestment, L.P. a
Asia/Pacific
   
2,982,993
     
1,010,270
 
Carlyle Asia Partners III, L.P. a
Asia/Pacific
   
7,864,685
     
12,701,669
 
Carlyle Asia Partners III Coinvestment, L.P. a
Asia/Pacific
   
1,035,305
     
1,003,516
 
Carlyle Energy Mezzanine Opportunities Fund, L.P. a
North America
   
4,617,001
     
5,173,083
 
Carlyle Europe Partners II, L.P. a
Europe
   
2,871,909
     
621,940
 
Carlyle Europe Partners II Coinvestment, L.P. a
Europe
   
1,089,977
     
853,363
 
Carlyle Europe Partners II Investment Holdings, L.P. - Ensus II a
Europe
   
177,861
     
183,419
 
 
2
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Schedule of Investments (Continued)
March 31, 2017

 
Investment Funds — 65.66% (Continued)
Geographic
Region
 
Cost
   
Fair
Value
 
Carlyle Europe Partners III, L.P. a
Europe
 
$
5,009,997
   
$
3,809,368
 
Carlyle Europe Partners III Investment Holdings, L.P. a
Europe
   
5,188,590
     
3,593,826
 
Carlyle Europe Technology Partners, L.P. a
Europe
   
     
445,678
 
Carlyle Europe Technology Partners Coinvestment, L.P. a
Europe
   
11,467
     
16,814
 
Carlyle Europe Technology Partners II Coinvestment, L.P. a
Europe
   
321,237
     
111,739
 
Carlyle Global Financial Services Partners, L.P. a
Global
   
21,011,541
     
36,606,914
 
Carlyle Global Financial Services Partners Coinvestment, L.P. a
Global
   
350,074
     
402,785
 
Carlyle Global Financial Services Partners II Coinvestment, L.P. a
Global
   
36,523
     
306,605
 
Carlyle Infrastructure Partners, L.P. a
North America
   
18,476,871
     
17,859,937
 
Carlyle Japan Partners II, L.P. a
Asia/Pacific
   
4,617,748
     
8,293,646
 
Carlyle Japan Partners II Coinvestment, L.P. a
Asia/Pacific
   
1,215,520
     
772,511
 
Carlyle Mezzanine Partners II, L.P. a
North America
   
9,736,402
     
10,008,895
 
Carlyle Partners IV, L.P. a
North America
   
     
1,117,887
 
Carlyle Partners IV Coinvestment, L.P. a
North America
   
670,029
     
363,253
 
Carlyle Partners V, L.P. a
North America
   
65,565,789
     
76,009,151
 
Carlyle Partners V Coinvestment, L.P. a
North America
   
6,569,793
     
4,028,601
 
Carlyle Partners V Coinvestment (Cayman), L.P. a
North America
   
1,493,811
     
225,985
 
Carlyle Partners VI a
North America
   
2,783,283
     
3,136,287
 
Carlyle Partners VI Coinvestment A, L.P. a
North America
   
8,689
     
1,179
 
Carlyle Partners VI Coinvestment A (Cayman), L.P. a
North America
   
251,746
     
359,803
 
Carlyle/Riverstone Global Energy and Power Fund II, L.P. a
North America
   
865,652
     
430,987
 
Carlyle/Riverstone Global Energy and Power Fund III, L.P. a
North America
   
3,732,586
     
1,649,072
 
Carlyle Strategic Partners II, L.P. a
North America
   
7,547,505
     
7,701,858
 
Carlyle Strategic Partners II Coinvestment, L.P. a
North America
   
686,829
     
375,743
 
Carlyle Strategic Partners III Coinvestment, L.P. a
North America
   
418,689
     
484,856
 
Carlyle U.S. Equity Opportunity Fund a
North America
   
1,374,355
     
1,286,961
 
Carlyle U.S. Equity Opportunity Fund Coinvestment, L.P. a
North America
   
126,646
     
115,981
 
Carlyle Venture Partners II Coinvestment, L.P. a
North America
   
250,150
     
473,222
 
Carlyle Venture Partners III Coinvestment, L.P. a
North America
   
408,416
     
267,688
 
Cerberus Asia Partners, L.P. Series Two a
Asia/Pacific
   
878,038
     
1,950,184
 
Cerberus Institutional Overseas III, Ltd. a
North America
   
253,097
     
476,076
 
Cerberus Institutional Partners III, L.P. a
North America
   
1,458,709
     
2,703,263
 
Cerberus International SPV, Ltd. Class B-8 a
North America
   
6,308,949
     
6,645,816
 
ComVentures V, L.P. a
North America
   
19,481
     
30,904
 
Francisco Partners, LP a
North America
   
145,048
     
176,942
 
JLL Partners Fund V, L.P. a
North America
   
18,514,004
     
20,600,127
 
LSVP VI Trust a
North America
   
28,165
     
83,097
 
Madison Dearborn Capital Partners IV a
North America
   
191,801
     
372,802
 
MENA Coinvestment, L.P. a
North America
   
406,082
     
287,033
 
Mexico Coinvestment, L.P. a
North America
   
3,552
     
10,663
 
New Enterprise Associates 9, L.P. a
North America
   
73,137
     
100,448
 
Newport Global Opportunities Fund, L.P. a
North America
   
30,205,083
     
37,189,474
 
Riverstone/Carlyle Global Energy and Power Fund IV, L.P. a
North America
   
9,697,065
     
7,625,472
 
 
3
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Schedule of Investments (Continued)
March 31, 2017

 
Investment Funds — 65.66% (Continued)
Geographic
Region
 
Cost
   
Fair
Value
 
Riverstone/Carlyle Renewable and Alternative Energy Fund II, L.P. a
North America
 
$
2,252,962
   
$
2,833,980
 
Riverstone Global Energy and Power Fund V, L.P. a
North America
   
10,197,061
     
7,924,633
 
Sevin Rosen Fund VIII, L.P. a
North America
   
26,494
     
62,373
 
Strategic Value Global Opportunities Feeder Fund 1-A, L.P. a
North America
   
4,166,023
     
5,585,612
 
Strategic Value Global Opportunities Fund 1-A, L.P. a
North America
   
265,524
     
357,661
 
Strategic Value Global Opportunities Master Fund, L.P. a
North America
   
630,476
     
673,260
 
Strategic Value Restructuring Fund a
North America
   
4,462
     
7,872
 
Strategic Value Special Situations Feeder Fund, L.P. a
North America
   
28,413,316
     
36,044,203
 
Strategic Value Special Situations Fund, L.P. a
North America
   
2,383,683
     
3,018,933
 
Summit Ventures VI-A, L.P. a
North America
   
319,871
     
579,435
 
Three Arch Capital, L.P. a
North America
   
102,025
     
154,659
 
Twin Haven Special Opportunities II Liquidating Trust a
North America
   
1,026,674
     
755,428
 
Varde Investment Partners LP a
North America
   
12,190
     
44,076
 
Venture Lending & Leasing III, LLC a
North America
   
96,800
     
175,774
 
WLR Recovery IV, L.P. a
North America
   
14,634,412
     
26,647,095
 
Total Secondary Investments
   
358,271,190
     
409,466,465
 
Total Investment Funds
 
$
556,601,779
   
$
621,819,672
 
 
Direct Investments — 0.21%
 
Interlink Maritime Corp.
North America
 
$
3,414,224
   
$
1,980,250
 
Total Direct Investments
   
3,414,224
     
1,980,250
 
Total Investments
 
$
560,016,003
   
$
623,799,922
 
 
Short-Term Investments — 37.82%
 
Cost
   
Fair
Value
 
Certificate of Deposit — 4.19%
           
Bank of America N.A., 1.08%, 5/1/2017
 
$
20,000,000
   
$
20,003,600
 
Bank of America N.A., 1.21%, 8/1/2017
   
20,000,000
     
20,003,200
 
Total Certificate of Deposit
   
40,000,000
     
40,006,800
 
 
4
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Schedule of Investments (Continued)
March 31, 2017

 
Short-Term Investments — 37.82% (Continued)
 
Cost
   
Fair
Value
 
Money Market Funds — 33.63%
           
Fidelity Institutional Money Market Portfolio, Class I, 0.60% b
 
$
8,243,210
   
$
8,243,210
 
Fidelity Institutional Prime Money Market Portfolio, Class I, 0.99% b
   
77,663,907
     
77,688,639
 
Goldman Sachs Financial Square Money Market Fund, Class I, 0.97% b
   
77,675,821
     
77,688,639
 
Morgan Stanley Institutional Liquidity Fund, Class I, 0.58% b
   
1,910,915
     
1,910,915
 
Wells Fargo Advantage Cash Investment Money Market Fund, Class Select, 0.96% b
   
77,657,702
     
77,688,639
 
Wells Fargo Advantage Heritage Money Market Fund, Class Select, 0.96% b
   
77,663,893
     
77,688,639
 
Total Money Market Funds
   
320,815,448
     
320,908,681
 
Total Short-Term Investments
 
$
360,815,448
   
$
360,915,481
 
                 
Total Investments — 103.19%
 
$
920,831,451
   
$
984,715,403
 
Liabilities in excess of other assets — (3.19%)
     
(30,428,631
)
Net Assets — 100.00%
   
$
954,286,772
 
 
a
Investments have no redemption provisions, are issued in private placement transactions and are restricted as to resale.
 
b
The rate shown is the annualized 7-day yield as of March 31, 2017.
 
Investments as of March 31, 2017
 
Private Equity Type
Percent of
Total Net Assets
Investment Funds
 
Co-Investments
7.48%
Primary Investments
14.77%
Secondary Investments
42.91%
Total Investment Funds
65.16%
Direct Investments
0.21%
Total Direct Investments
0.21%
Short-Term Investments
 
Certificate of Deposit
4.19%
Money Market Funds
33.63%
Total Short-Term Investments
37.82%
Total Investments
103.19%
Liabilities in excess of other assets
(3.19%)
Total Net Assets
100.00%
 
See accompanying notes to financial statements.
 
5
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Statement of Assets and Liabilities
March 31, 2017

 
Assets
     
Investments, at fair value (cost $560,016,003)
 
$
623,799,922
 
Short-term investments, at fair value (cost $360,815,448)
   
360,915,481
 
Cash
   
147,093
 
Receivable for distributions from Investment Funds
   
1,010,466
 
Prepaid expenses and other assets
   
60,707
 
Total Assets
   
985,933,669
 
         
Liabilities
       
Payable for investments purchased, not yet settled
   
17,852,619
 
Payable for shares repurchased, due to Feeder
   
9,856,168
 
Capital contributions received in advance
   
1,929,952
 
Payable to Adviser
   
965,520
 
Income tax payable
   
476,452
 
Professional fees payable
   
412,577
 
Accounts payable and other accrued expenses
   
153,609
 
Total Liabilities
   
31,646,897
 
Net Assets
 
$
954,286,772
 
         
Composition of Net Assets
       
Paid in capital
 
$
799,345,609
 
Accumulated net investment loss
   
(16,108,126
)
Accumulated net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes
   
104,560,054
 
Accumulated net change in unrealized appreciation on investments and other foreign currency denominated assets and liabilities, net of income taxes
   
66,489,235
 
Net Assets
 
$
954,286,772
 
 
See accompanying notes to financial statements.
 
6
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Statement of Operations
For the Year Ended March 31, 2017

 
Investment Income
     
Dividend income
 
$
9,567,842
 
Interest income
   
289,353
 
     
9,857,195
 
Expenses
       
Management fee
   
10,695,981
 
Professional fees
   
1,154,624
 
Accounting and administration fees
   
540,195
 
Custody fees
   
115,360
 
Directors’ and Officer fees
   
83,282
 
Insurance expense
   
38,169
 
Other fees
   
93,829
 
Net Expenses
   
12,721,440
 
         
Net Investment Loss
   
(2,864,245
)
         
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
   
58,867,925
 
Foreign currency
   
118,256
 
Income tax expense
   
(1,503,708
)
Net change in unrealized appreciation/(depreciation) on:
       
Investments
   
43,124,412
 
Foreign currency
   
(4,391
)
Income tax expense
   
449,489
 
Net Realized Gain and Change in Unrealized Appreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities
   
101,051,983
 
         
Net Increase in Net Assets Resulting from Operations
 
$
98,187,738
 
 
See accompanying notes to financial statements.
 
7
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Statements of Changes in Net Assets

 
  
 
Year Ended
March 31, 2017
   
Year Ended
March 31, 2016
 
Changes in Net Assets Resulting from Operations
           
Net investment loss
 
$
(2,864,245
)
 
$
(6,369,151
)
Net realized gain from investments and other foreign currency denominated assets and liabilities, net of income taxes
   
57,482,473
     
34,528,593
 
Net change in unrealized appreciation/(depreciation) on investments and other foreign currency denominated assets and liabilities, net of income taxes
   
43,569,510
     
(26,658,627
)
Net Change in Net Assets Resulting from Operations
   
98,187,738
     
1,500,815
 
                 
Change in Net Assets Resulting from Capital Transactions
               
Capital contributions
   
100,795,736
     
207,547,566
 
Capital withdrawals
   
(51,880,863
)
   
(26,344,152
)
Net Change in Net Assets Resulting from Capital Transactions
   
48,914,873
     
181,203,414
 
                 
Total Net Increase in Net Assets
   
147,102,611
     
182,704,229
 
                 
Net Assets
               
Beginning of year
   
807,184,161
     
624,479,932
 
End of year
 
$
954,286,772
   
$
807,184,161
 
Accumulated Net Investment Loss
 
$
(16,108,126
)
 
$
(13,243,881
)
 
See accompanying notes to financial statements.
 
8
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Statement of Cash Flows
For the Year Ended March 31, 2017

 
Cash Flows From Operating Activities
     
Net increase in net assets resulting from operations
 
$
98,187,738
 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
       
Net realized gain from investments
   
(58,867,925
)
Net change in unrealized appreciation on investments
   
(43,124,412
)
Purchases of Investment Funds
   
(200,577,808
)
Capital distributions received from Investment Funds
   
221,060,862
 
Net purchases of short-term investments
   
(72,055,802
)
(Increase)/Decrease in Assets:
       
Receivable for distributions from Investment Funds
   
(457,853
)
Income tax receivable
   
688,520
 
Prepaid expenses and other assets
   
10,652
 
Increase/(Decrease) in Liabilities:
       
Payable for investments purchased, not yet settled
   
(3,612,695
)
Payable to Adviser
   
(1,440,234
)
Income tax payable
   
476,452
 
Professional fees payable
   
154,321
 
Accounts payable and other accrued expenses
   
17,699
 
Net Cash Used in Operating Activities
   
(59,540,485
)
         
Cash Flows from Financing Activities:
       
Proceeds from capital contributions, including capital contributions received in advance
   
102,725,688
 
Payments for shares repurchased
   
(48,377,465
)
Net Cash Provided by Financing Activities
   
54,348,223
 
         
Net change in Cash
   
(5,192,262
)
Cash at beginning of year
   
5,339,355
 
Cash at end of year
 
$
147,093
 
 
See accompanying notes to financial statements.
 
9
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Financial Highlights

 
  
 
Year Ended
March 31, 2017
   
Year Ended
March 31, 2016
   
Year Ended
March 31, 2015
   
Period from
June 1, 2013 (Commencement of Operations) to March 31, 2014
 
Net Assets:
                       
Net Assets, end of year/period (in thousands)
 
$
954,287
   
$
807,184
   
$
624,480
   
$
276,698
 
                                 
Ratios/Supplemental Data:
                               
Net Investment Loss
   
(0.32
%)
   
(0.86
%)
   
(1.02
%)
   
(1.60
%)(1)
Gross Expenses (2)
   
1.44
%
   
1.38
%
   
1.39
%
   
2.11
%(1)
Expense Recoupment/(Waiver)
   
     
     
0.05
%
   
(0.19
%)(1)
Net Expenses (3)
   
1.44
%
   
1.38
%
   
1.44
%
   
1.92
%(1)
Portfolio Turnover Rate
   
0.00
%
   
0.00
%
   
0.00
%
   
0.00
%(4)
Total Return (5)
   
11.45
%
   
0.54
%
   
8.01
%
   
15.92
%(4)
 
(1)
Annualized for periods less than one full year.
 
(2)
Represents the ratio of expenses to average net assets absent fee waivers, expense reimbursement and/or expense recoupment by the advisor.
 
(3)
Included in the above ratio are other expenses of 0.23% as of March 31, 2017, 0.25% as of March 31, 2016, 0.23% as of March 31, 2015 and 0.70% as of March 31, 2014.
 
(4)
Not annualized.
 
(5)
Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the year/period and adjusted for cash flows related to capital contributions during the year/period. Total returns shown exclude the effect of applicable sales charges and redemption fees.
 
See accompanying notes to financial statements.
 
10
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements
March 31, 2017

 
1.
ORGANIZATION
 
CPG Carlyle Commitments Master Fund, LLC (the “Master Fund”) was organized as a Delaware limited liability company on October 23, 2012. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified management investment company. The Master Fund commenced operations on June 1, 2013. CPG TCG Acquisition Fund, LLC (“CPG TCG”), a wholly owned entity, is consolidated in the Master Fund’s financial statements. The Master Fund’s investment adviser is Central Park Advisers, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended. The Master Fund’s investment objective is to seek attractive long-term capital appreciation. The Master Fund seeks to achieve its investment objective by investing predominantly (under normal circumstances, generally at least 80% of its assets) in the multiple alternative investment funds (“Investment Funds”), Co-Investments and direct investments (“Direct Investments”) sponsored by The Carlyle Group L.P. and its affiliates (“Carlyle”) with an emphasis on private equity funds. Effective March 22, 2017 the Master Fund changed its name from CPG Carlyle Master Fund, LLC.
 
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, as amended and restated from time to time. Each Director shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation, and each Director who is not an “interested person” (as defined in the 1940 Act) of the Master Fund shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” of such company. No Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Director’s authority as delegated by the Board. The Board may delegate the management of the Master Fund’s day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Master Fund and to the oversight of the Board. The Directors have engaged the Adviser to provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Master Fund.
 
The Master Fund is a master investment portfolio in a master-feeder structure. CPG Carlyle Commitments Fund, LLC (the “Feeder Fund”) invests substantially all of its assets in the limited liability company interests (“Interests”) of the Master Fund. As of March 31, 2017, the Feeder Fund owns 100.00% of the Master Fund’s Interests with the Adviser owning an amount which rounded to less than 0.00%.
 
Interests are generally offered as of the first business day of each calendar month. Purchase proceeds do not represent the Master Fund’s capital or become the Master Fund’s assets until the first business day of the relevant calendar month.
 
The Master Fund’s term is perpetual unless it is otherwise dissolved under the terms of its formation documents.
 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The Master Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.
 
The following is a summary of significant accounting policies followed by the Master Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Federal Tax Information: It is the Master Fund’s policy to be classified as a partnership for U.S. federal income tax purposes. Each investor of the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses and the realized and unrealized gains or losses of the Master Fund. The Master Fund is expected to incur taxable income upon realization of some of its investments. Accordingly, an allowance has been established in the amount the Master Fund expects to incur. For the year ended March 31, 2017, the total income tax expense $1,054,219 is included in the Statement of Operations. As of March 31, 2017, the Master Fund had a deferred tax liability of $476,452 which is included in the Statement of Assets and Liabilities. No other U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the investors are individually liable for the taxes on their allocated share of such income or gains of the Master Fund.
 
11
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
The Master Fund has adopted a tax year end of September 30. The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2017, the tax years from the year 2014 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
 
Management evaluates the tax positions taken or expected to be taken in the course of preparing the Master Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold and that would result in a tax benefit or expense to the Master Fund would be recorded as a tax benefit or expense in the current year. The Master Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year ended March 31, 2017, the Master Fund did not incur any interest or penalties.
 
Cash: Cash consists of monies held at UMB Bank, N.A. (the “Custodian”). Such cash may exceed federally insured limits. The Master Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Master Fund.
 
Short-Term Investments: Short-term investments represent investments in high quality fixed-income securities, money market instruments and money market mutual funds, and are recorded at net asset value per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.
 
Investment Transactions: The Master Fund accounts for realized gains and losses from its Investment Funds based upon the pro-rata ratio of the fair value and cost of the underlying investments at the date of redemption. Dividend and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds will be received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds cannot be determined. It is estimated that distributions will occur over the life of the Investment Funds.
 
Foreign Currency: Investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investments and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Master Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments at period end, resulting from changes in exchange rates.
 
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
 
Fair Value of Financial Instruments: The fair value of the Master Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statement of Assets and Liabilities.
 
12
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
3.
PORTFOLIO VALUATION
 
Fair value is defined as the value that the Master Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, a three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Master Fund. Unobservable inputs reflect the Master Fund’s own assumptions about the assumptions that market participants would use in valuing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observation of the inputs which are significant to the overall valuation.
 
The three-tier hierarchy of inputs is summarized below:
 
 
Level 1 — unadjusted quoted prices in active markets for identical financial instruments that the reporting entity has the ability to access at the measurement date.
 
 
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the financial instrument, either directly or indirectly. For investments measured at net asset value (“NAV”) as of the measurement date, included in this category are investments that can be withdrawn by the Master Fund at NAV as of the measurement date, or within one year from measurement date.
 
 
Level 3 — significant unobservable inputs for the financial instrument (including the Master Fund’s own assumptions in determining the fair value of investments). For investments measured at NAV as of the measurement date, included in this category are investments for which the Master Fund does not have the ability to redeem at NAV as of the measurement date due to holding periods greater than one year from the measurement date.
 
U.S. GAAP requires that investments are classified within the level of the lowest significant input considered in determining fair value. In evaluating the level at which the Master Fund’s investments have been classified, the Master Fund has assessed factors including, but not limited to, price transparency and the existence or absence of certain restrictions at the measurement date. The Master Fund has assessed the following factors in determining the fair value hierarchy of its investments in Investment Funds:
 
The private equity Investment Funds are generally restricted securities that are subject to substantial holding periods and are not traded in public markets, so that the Master Fund may not be able to resell some of its investments for extended periods, which may be several years. The types of private equity Investment Funds that the Master Fund may make include primary, secondary and co-investments. Co-investments (the “Co-investments”) represent opportunities to invest in specific portfolio companies that are typically made alongside an Investment Fund. Primary investments (the “Primary Investments”) are investments in newly established private equity funds. Secondary investments (the “Secondary Investments”) are investments in existing private equity funds that are acquired in privately negotiated transactions. Investment Funds subject to holding periods greater than one year are classified as Level 3 assets.
 
The NAV of the Master Fund is determined by, or at the direction of, the Adviser as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined, from time to time, pursuant to policies established by the Board. The Master Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Master Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Master Fund’s investments. The Committee meets on a monthly basis and reports to the Board on a quarterly basis. The Master Fund’s investments in Investment Funds are carried at fair value which generally represents the Master Fund’s pro-rata interest in the net assets of each Investment Fund as reported by the administrators and/or investment managers of the underlying Investment Funds. All valuations utilize financial information supplied by each Investment Fund and are net of management and incentive fees or allocations payable to the Investment Funds’ managers or pursuant to the Investment Funds’ agreements. The Master Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Master Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place and subscription and redemption activity. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
 
13
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
3.
PORTFOLIO VALUATION (continued)
 
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Funds’ management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a ready market for the investments existed. These differences could be material.
 
The Master Fund may also make Direct Investments, which are interests in securities issued by operating companies and are typically made as investments alongside a private equity fund. With respect to valuation of Direct Investments, they are fair valued typically by reference to the valuation utilized by the corresponding private equity fund.
 
The following table represents the investments carried at fair value on the Statement of Assets and Liabilities by level within the valuation hierarchy as of March 31, 2017:
 
  
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Investments
                       
Direct Investments
 
$
   
$
   
$
1,980,250
   
$
1,980,250
 
Short-term investments
   
320,908,681
     
40,006,800
     
     
360,915,481
 
Total
 
$
320,908,681
   
$
40,006,800
   
$
1,980,250
   
$
362,895,731
 
 
The Master Fund held Investment Funds with a fair value of $621,819,672 that are excluded from the fair value hierarchy as of March 31, 2017.
 
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
 
  
 
Direct Investments
   
Total
 
Balance as of April 1, 2016
 
$
1,500,000
   
$
1,500,000
 
Purchases
   
533,812
     
533,812
 
Sales
   
(124,075
)
   
(124,075
)
Realized Gain
   
4,487
     
4,487
 
Unrealized Appreciation/(Depreciation)
   
66,026
     
66,026
 
Balance as of March 31, 2017
 
$
1,980,250
   
$
1,980,250
 
 
The Master Fund recognizes transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 and 3 for the year ended March 31, 2017.
 
The amount of the net unrealized appreciation for the year ended March 31, 2017 relating to investments in Level 3 assets still held at March 31, 2017 is $66,026.
 
 
14
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
3.
PORTFOLIO VALUATION (continued)
 
A listing of the investments held by the Master Fund and their attributes, as of March 31, 2017, that qualify for these valuations are shown in the table below.
 
Investment
Category
Investment Strategy
 
Fair Value
   
Unfunded Commitments
 
Remaining Life*
Redemption Frequency*
 
Notice Period
(In Days)
   
Redemption Restrictions Terms*
 
Buyout
Control investments in established companies with focus on small, mid, or large capitalization companies
 
$
376,318,947
   
$
150,562,396
 
Up to 10 years
None
   
N/A
     
N/A
 
Growth Capital
Investments in established companies with strong growth characteristics
 
$
111,179,031
   
$
54,114,779
 
Up to 10 years
None
   
N/A
     
N/A
 
Special Situations/ Other
Investments in mezzanine, distressed debt, energy/utility and turnarounds
 
$
136,301,944
   
$
62,079,784
 
Up to 10 years
None
   
N/A
     
N/A
 
 
*
The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.
 
4.
RELATED PARTY TRANSACTIONS AND OTHER
 
As of March 31, 2017, the Master Fund and CPG TCG had no investments in Investment Funds that were related parties.
 
The Adviser provides investment advisory services to the Master Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Master Fund pays the Adviser a monthly fee (the “Management Fee”) computed and payable monthly, at the annual rate of 1.20% of the Master Fund’s net asset value. “Net asset value” means, for any month, the total value of all assets of the Master Fund as of the end of such month, less an amount equal to all accrued debts, liabilities and obligations of the Master Fund as of such date, and calculated before giving effect to any repurchase of shares on such date and before any reduction for any fees and expenses of the Master Fund. The Management Fee shall be prorated for any period of less than a month based on the number of days in such period. During the year ended March 31, 2017, the Adviser earned $10,695,981 of Management Fee which is included in the Statement of Operations, of which $965,520 was payable at March 31, 2017 and is included in Payable to Adviser in the Statement of Assets and Liabilities.
 
Pursuant to a license agreement between Carlyle Investment Management, L.L.C. and the Adviser (the “License Agreement”), the Adviser is permitted to use the mark “Carlyle” in connection with the offering, marketing, promotion, management and operation of the Fund. The Adviser believes that the Master Fund has benefitted and will continue to benefit from the License Agreement, in accordance with its terms. Nonetheless the Adviser will not seek reimbursement or payment from the Master Fund for any amounts thereunder.
 
 
15
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
4.
RELATED PARTY TRANSACTIONS AND OTHER (continued)
 
Unless otherwise voluntarily or contractually assumed by the Adviser or another party, the Master Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to investment transactions and positions for the Master Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the Master Fund’s NAV; fees for data and software providers; research expenses; costs of insurance; registration expenses; certain offering costs; expenses of meetings of investors; directors’ fees; all costs with respect to communications to investors; transfer taxes and taxes withheld on non-U.S. dividends; interest and commitment fees on loans and debit balances; and other types of expenses as may be approved from time to time by the Board.
 
Effective January 1, 2017, each member of the Board who is not an “interested person” of the Master Fund (the “Independent Directors”), as defined by the 1940 Act, receives an annual retainer of $14,000 (prorated for partial years) plus a fee of $1,000 for each meeting attended and $500 for each meeting by phone. The Lead Independent Director receives an additional $2,000 annual retainer and the Audit Chair Independent Director receives an additional $2,000 annual retainer. Through December 31, 2016, each Independent Director received an annual retainer of $12,000 plus a fee of $1,000 for each meeting attended and a fee of $500 for each meeting by phone. 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 year ended March 31, 2017 was $73,282 which is included in the Statement of Operations.
 
During the year ended March 31, 2017, the Master Fund incurred a portion of the annual compensation of the Master Fund’s Chief Compliance Officer in the amount of $10,000 which is included in Directors’ and Officer fees in the Statement of Operations.
 
Certain Officers and Directors of the Master Fund are also Officers of the Adviser and CPG TCG and are registered representatives of Foreside Fund Services, LLC.
 
5.
ADMINISTRATION AND CUSTODIAN FEES
 
UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Master Fund and provides certain accounting, administrative, record keeping and investor related services. For its services, the Master Fund pays an annual fee to the Administrator based upon average net assets, subject to certain minimums. For the year ended March 31, 2017, the total administration fees were $540,195 which is included in accounting and administration fees in the Statement of Operations, of which $142,005 was payable at March 31, 2017 and is included in accounts payable and other accrued expenses in the Statement of Assets and Liabilities.
 
The Custodian is an affiliate of the Administrator and serves as the primary custodian of the assets of the Master Fund and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.
 
6.
INVESTMENTS
 
For the year ended March 31, 2017, total purchases and total proceeds from redemptions or other dispositions of investments amounted to $200,577,808 and $221,060,862, respectively. The cost of investments in Investment Funds for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such Investment Funds. The Master Fund relies upon actual and estimated tax information provided by the managers of the Investment Funds as to the amounts of taxable income allocated to the Master Fund as of March 31, 2017.
 
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.
 
 
16
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
7.
ALLOCATION OF INVESTORS’ CAPITAL
 
As of the last day of each Fiscal Period (as defined below), any net profit or net loss for the Fiscal Period shall be allocated among and credited to or debited against the capital accounts of the investors in accordance with their respective Master Fund percentages for such Fiscal Period. Fiscal Period means the period commencing on the first date on or as of which an investor other than the organizational investor or the Adviser is admitted to the Master Fund, and thereafter each period commencing on the day immediately following the last day of the preceding Fiscal Period, and ending at the close of business on the first to occur of the following dates: (1) the last day of a fiscal year; (2) the day preceding any day as of which a contribution to the capital of the Master Fund is made; (3) the day as of which the Master Fund repurchases any Interest or portion of an Interest of any member; (4) the day as of which the Master Fund admits a substituted investor to whom an Interest (or portion thereof) of an investor has been transferred (unless there is no change of beneficial ownership); or (5) any other day as of which Limited Liability Company agreement provides for any amount to be credited to or debited against the capital account of any investor, other than an amount to be credited to or debited against the capital accounts of all investors in accordance with their respective investment percentages.
 
8.
REPURCHASE OF INVESTORS’ INTERESTS
 
Investors do not have the right to require the Master Fund to redeem their Interests or portion thereof. To provide a limited degree of liquidity to investors, the Master Fund may, from time to time, offer to repurchase Interests or portions thereof pursuant to written tenders by investors. Repurchases will be made at such times, in such amount and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Master Fund should offer to repurchase Interests, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Master Fund offer to repurchase Interests from investors on a quarterly basis, with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to up to 5% of the net assets of the Master Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date.
 
9.
COMMITMENTS
 
As of March 31, 2017, the Master Fund had outstanding investment commitments to Investment Funds totaling $265,059,491. Three Investment Funds have commitments denominated in Euros and one Investment Fund has commitments denominated in Japanese Yen. As of March 31, 2017, the unfunded commitments for these Investment Funds totaled €14,501,819 and ¥550,448,884, respectively. As of March 31, 2017, the exchange rate used for the conversion was 1.0648 USD/EUR and 111.37 JPY/USD, respectively. The U.S. dollar equivalent of these commitments is included in the Master Fund’s total unfunded commitment amount.
 
10.
INDEMNIFICATION
 
Under the Master Fund’s organizational documents, its officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Master Fund. In addition, in the ordinary course of business, the Master Fund may enter into contracts or agreements that contain indemnification or warranties. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred. However, based on experience, the Master Fund expects the risk of loss to be remote.
 
 
17
 

CPG Carlyle Commitments Master Fund, LLC
 
Consolidated Notes to Financial Statements (Continued)
March 31, 2017

 
11.
CREDIT FACILITY
 
The Master Fund maintains a credit facility (the “Facility”) with a maximum borrowing amount of $5,000,000 which is secured by certain interests in Investment Funds. A fee of 0.75% per annum is payable quarterly in arrears on the unused portion of the Facility, while the interest rate charged on borrowings is the highest of (a) the Federal Funds Rate plus 2.50%, (b) the Bank of America N.A. prime rate plus 2.00% and (c) London Interbank Offer Rate plus 3.00%. For the year ended March 31, 2017, the Master Fund did not borrow under the Facility. The Facility expired on April 15, 2017. See Subsequent Event footnote below for information regarding the new facility.
 
12.
SUBSEQUENT EVENTS
 
The Master Fund entered into a new credit facility on April 20, 2017 with a maximum borrowing amount of $25,000,000 which is secured by certain interests in Investment Funds. A fee of 0.25% per annum is payable monthly in arrears on the unused portion, while the interest rate charged on borrowings in the case of Eurodollar Rate Loans the ICE LIBOR Rate plus 2.00% and in the case of Prime Rate Loans the rate of interest per annum publicly announced or determined from time to time by Signature Bank as its prime rate in effect.
 
Subsequent events after March 31, 2017 have been evaluated through the date the financial statements were issued. During this period, capital contributions into the Master Fund for April 1, 2017 and May 1, 2017, equaled $9,625,965 and $3,890,353, respectively. There were no subsequent subscriptions through the date the financial statements were issued.
 
18
 

CPG Carlyle Commitments Master Fund, LLC
 
Other Information (Unaudited)
March 31, 2017

 
Proxy Voting
 
A description of the policies and procedures that the Master Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 are available without charge, upon request, by calling (collect) 1-212-317-9200 and on the SEC’s website at http://www.sec.gov.
 
The Master Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Master Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Master Fund (collect) at 1-212-317-9200 or (ii) by visiting the SEC’s website at www.sec.gov.
 
Availability of Quarterly Portfolio Schedules
 
Disclosure of Portfolio Holdings: The Master Fund files a Form N-Q with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Master Fund’s first and third fiscal quarters of each fiscal year. For the Master Fund, this would be for the fiscal quarters ending June 30 and December 31. Form N-Q includes a complete schedule of the Master Fund’s portfolio holdings as of the end of those fiscal quarters. The Master Fund’s N-Q filings can be found free of charge on the SEC’s website at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 800-SEC-0330 for information on the operation of the Public Reference Room).
 
Advisory Agreement Approval
 
The Directors, including the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended), last evaluated the Investment Advisory Agreements (the “Advisory Agreements”) of the Master Fund and the Feeder Fund (together, the “Funds”) at a meeting on March 16, 2017. Because no additional advisory fee is charged under the Feeder Fund’s Investment Advisory Agreement, both Advisory Agreements were considered together. The Independent Directors met in an executive session during which they were advised by and had the opportunity to discuss with independent legal counsel the approval of the Advisory Agreements. The Directors discussed with the Adviser, the adviser under each Advisory Agreement, information regarding the Adviser, its affiliates and its personnel, operations and financial condition. Tables prepared by the Adviser indicating comparative fee information, and comparative performance information, as well as a summary financial analysis for the Funds, were also included in the meeting materials and were reviewed and discussed. The Directors discussed with representatives of the Adviser the Funds’ operations and the Adviser’s ability to provide advisory and other services to the Funds.
 
The Directors reviewed, among other things, the nature of the advisory services provided by the Adviser, including its investment process, and the experience of the investment advisory and other personnel providing services to the Funds. The Directors discussed the ability of the Adviser to manage the Funds’ investments in accordance with the Funds’ stated investment objectives and policies, as well as the services to be provided by the Adviser to the Funds, including administrative and compliance services, oversight of fund accounting, marketing services, assistance in meeting legal and regulatory requirements and other services necessary for the operation of the Funds. The Directors acknowledged the Adviser’s employment of highly skilled investment professionals, research analysts and administrative and compliance staff members to ensure that a high level of quality in investment, compliance and administrative services would be provided to the Funds. The Directors also recognized the benefits that the Funds derive from the resources available to the Adviser. Accordingly, the Directors felt that the quality of service offered by the Adviser to the Funds was appropriate and that the personnel providing such services had sufficient expertise to manage the Funds.
 
The Directors reviewed the performance of the Funds and compared that performance to the performance of its comparative indices, and to the performance of other investment companies presented by the Adviser with similar strategies of investing in private equity funds the (“Comparable Funds”). It was noted that one of the Comparable Funds had recently commenced operations and comparable performance information was not available. Although the Funds underperformed its Comparable Funds and indices for the calendar year 2016, it was noted that the Funds outperformed the MSCI World Index since the inception of the Funds. In addition, it was noted that the Funds outperformed the indices for the calendar year 2015 and that the Class I units outperformed three of the five most similarly structured Comparable Fund for the six months ended September 30, 2016. The Directors observed that, as a fund focused primarily on a single manager, the Funds’ performance will be driven in large measure by the performance of the underlying Carlyle funds, and considered the
 
19
 

CPG Carlyle Commitments Master Fund, LLC
 
Other Information (Unaudited) (Continued)
March 31, 2017

 
Adviser’s statement that it believed that its allocation and strategy over the year has added value through its selection of the underlying funds. The uniqueness of the Funds was noted when comparing performance to the Comparable Funds. It was noted that one of the Comparable Funds had significant direct investments (which do not have the fees of the underlying funds and may not always entail unfunded commitment obligations), two of the Comparable Funds were multi-manager funds and the other two Comparable Funds were private equity funds that were not subject to regulatory liquidity coverage requirements. It was noted that the Funds are a bespoke offering.
 
The Directors next considered the advisory fee being charged by the Adviser for its services to the Funds, as compared to those charged to the Comparable Funds. The information presented to the Directors showed that the Funds’ management fee was within the range of the Comparable Funds, and that the most similar Comparable Fund had the same management fee as the Funds (although it was noted that the methodologies used to calculate the fees were different and may result in the Funds paying slightly more). It was further noted that the Funds did not charge an incentive fee. The Directors also noted that the Adviser did not act as discretionary adviser to any other private equity fund of fund product.
 
The Directors also considered the profitability of the Adviser, both before payment to brokers and after payment to brokers, and concluded that the profits to be realized by the Adviser under the Advisory Agreements were within a range the Directors considered reasonable and appropriate. The Directors also discussed the fact that the Funds were not large enough at that time to support a request for breakpoints due to economies of scale. The Directors determined that the fee under the Advisory Agreements did not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s length bargaining, and concluded that the fees were reasonable. The Directors concluded that approval of the Advisory Agreements was in the best interests of the Funds and their investors.
 
 
20
 

CPG Carlyle Commitments Master Fund, LLC
 
Fund Management (Unaudited)
March 31, 2017

 
Board members of the Master Fund, together with information as to their positions with the Master Fund, principal occupations and other board memberships for the past five years, are shown below.
 
Four of the Directors are not “interested persons” (as defined in the Investment Company Act) of the Master Fund (collectively, the “Independent Directors) and perform the same functions for the Master Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation. The Master Fund’s statement of additional information (the “SAI”) includes information about the Directors and is available without charge, upon request, by calling (collect) 1-212-317-9200.
 
Name, Age, Address and Position(s) with Fund
Term of Office
and Length of
Time Served
Principal Occupation(s)
During Past 5 Years
Number of Portfolios in
Fund Complex

Overseen by
Director
Other Directorships/ Trusteeships Held
by Director Outside
Fund Complex
During Past 5 Years
INDEPENDENT DIRECTORS
Joan Shapiro Green (72)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Director
Term - Indefinite Length - Since Inception
Executive Director of National Council of Jewish Women New York (2007-2014) ; Executive Director of New York Society of Securities Analysts (2004-2006); President, BT Brokerage (1992-2001); Managing Director, Bankers Trust (1990-1992); Senior Vice President, Bankers Trust (1983-1990)
3
None
Kristen M. Leopold (49)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Director
Term - Indefinite Length - Since Inception
Independent Consultant to Hedge Funds (2007-present); Chief Financial Officer of WFL Real Estate Services, LLC (2007-Present); Chief Financial Officer of Weston Capital Management, LLC (investment managers) (1997-2006)
3
Blackstone Alternative Alpha Fund; Blackstone Alternative Alpha Fund II; Blackstone Alternative Alpha Master Fund; Blackstone Alternative Multi-Strategy Fund
Janet L. Schinderman (66)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Director
Term - Indefinite Length - Since Inception
Self-Employed Educational Consultant since 2006; Associate Dean for Special Projects and Secretary to the Board of Overseers, Columbia Business School of Columbia University (1990-2006)
3
Advantage Advisers Xanthus Fund, L.L.C.
Sharon J. Weinberg (57)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Director
Term Indefinite Length - Since 2016
Managin Director, New York Venture Empire State Development (2016-Present); Managing Director, JPMorgan Asset Management (2000 - 2015); Vice President, JPMorgan Investment Management (1996-2000); Associate, Willkie Farr & Gallagher LLP (1984-1996)
2
None
 
21
 

CPG Carlyle Commitments Master Fund, LLC
 
Fund Management (Unaudited) (Continued)
March 31, 2017

 
Name, Age, Address and Position(s) with Fund
Term of Office
and Length of
Time Served
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios
in
Fund Complex

Overseen by
Director
Other Directorships/ Trusteeships Held
by Director Outside
Fund Complex During
Past 5 Years
INTERESTED DIRECTORS
Mitchell A. Tanzman (57)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Director and Principal Executive Officer
Term - Indefinite Length - Since Inception
Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group, LLC since 2006; Co-Head of UBS Financial Services’ Alternative Investment Group (1998-2005); Operating Committee Member of UBS Financial Services, Inc. (2004-2005)
3
None
OFFICER(S) WHO ARE NOT DIRECTORS
Michael Mascis (49)
c/o Central Park Group, LLC 805 Third Avenue, 18th Floor New York, NY 10022
Principal Accounting Officer
Term - Indefinite Length - Since Inception
Chief Financial Officer of Central Park Group, LLC since 2006
N/A
N/A
Seth L. Pearlstein (51)
Central Park Group, LLC
805 Third Avenue, 18th Floor
New York, NY 10022
Chief Compliance Officer
Term - Indefinite Length - Since 2016
Chief Compliance Officer of Central Park Group LLC since 2015; General Counsel and Chief Compliance Officer of W.P. Stewart & Co., Ltd. (2008-2014); previously, Associate General Counsel (2002-2007)
N/A
N/A
 
22
 

ITEM 2. CODE OF ETHICS.

(a) The Registrant has adopted a code of ethics (the “Code of Ethics”) that applies to the Registrant’s principal executive officer and principal financial officer.

(b) No information needs to be disclosed pursuant to this paragraph.

(c) The Registrant has made no amendments to its Code of Ethics during the period covered by the report to members presented in Item 1 hereto.

(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the report to members presented in Item 1 hereto.

(e) Not applicable.

(f)
(1) Code of Ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(2) Not applicable.
(3) Not applicable.


ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of directors has determined that Kristen Leopold is qualified to serve as the audit committee financial expert serving on its audit committee and that he /she is "independent," as defined by Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $95,000 for 2016 and $62,000 for 2017.

Audit-Related Fees
 
(b) The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2016 and $0 for 2017. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.

Tax Fees

(c) The aggregate fees billed for each of the last two fiscals year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $30,500 for 2016 and $30,500 for 2017.

All Other Fees

(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2016 and $0 for 2017.

(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.


(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%

(f) Not applicable.
 
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $64,500 for 2016 and $89,500 for 2017.

(h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. No such services were provided.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

The Proxy Voting Policies are attached herewith.

Investments in the Investment Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. On occasion, however, the Master Fund or Fund may receive notices or proposals from the Investment Funds seeking the consent of or voting by holders ("proxies"). The Fund and the Master Fund have delegated any voting of proxies in respect of portfolio holdings to the Adviser to vote the proxies in accordance with the Adviser's proxy voting guidelines and procedures. In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund and the Master Fund.


The Adviser will generally vote to support management recommendations relating to routine matters, such as the election of board members (where no corporate governance issues are implicated) or the selection of independent auditors. The Adviser will generally vote in favor of management or investor proposals that the Adviser believes will maintain or strengthen the shared interests of investors and management, increase value for investors and maintain or increase the rights of investors. On non-routine matters, the Adviser will generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund and the Master Fund. In exercising its voting discretion, the Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision. If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or potential conflict of interest involving the Adviser, the Adviser will make written disclosure of the conflict to the Independent Directors indicating how the Adviser proposes to vote on the matter and its reasons for doing so.

The Master Fund intends to hold its interests in the Investment Funds in non-voting form. Where only voting securities are available for purchase by the Master Fund, in all, or substantially all, instances, the Master Fund will seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.

Information regarding how the Adviser voted proxies related to the Master Fund's portfolio holdings during the 12-month period ending June 30th will be available, without charge, upon request by calling collect (212) 317-9200, and on the SEC's website at www.sec.gov.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Management

Gregory Brousseau and Mitchell A. Tanzman, the co-chief executives of the Adviser, serve as the Fund's Portfolio Managers. As Portfolio Managers, Mr. Brousseau and Mr. Tanzman are jointly and primarily responsible for the day-to-day management of the Master Fund's and the Fund's portfolio.

Gregory Brousseau. Mr. Brousseau, a founding member of Central Park Group, has served as Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006. He has over 20 years of experience in alternative investments. Prior to founding Central Park Group, he served as co-head of UBS Financial Services Alternative Investment Group. During Mr. Brousseau's time at UBS, Mr. Brousseau oversaw in excess of $2 billion in hedge fund of fund assets across multiple investment strategies. Prior to that, Mr. Brousseau spent 13 years at Oppenheimer & Co., as an analyst in the firm's merger arbitrage department and ultimately co-managing Oppenheimer's alternative investment department.


Mitchell A. Tanzman. Mr. Tanzman, a founding member of Central Park Group, has served as Co-Chief Executive Officer and Co-Chief Investment Officer of Central Park Group since 2006. He has over 20 years of experience in alternative investments. Prior to founding Central Park Group, he served as co-head of UBS Financial Services Alternative Investment Group. During Mr. Tanzman's time at UBS, Mr. Tanzman oversaw in excess of $2 billion in hedge fund of fund assets across multiple investment strategies. Prior to that, Mr. Tanzman worked at Oppenheimer & Co.'s asset management group, ultimately co-managing its alternative investment department.

Each Portfolio Manager's compensation is comprised of a fixed annual salary and potentially an annual supplemental distribution paid by the Adviser's parent company and not by the Master Fund or Fund. Because the Portfolio Managers are equity owners of the Adviser and are affiliated with other entities that may receive performance-based fees from Client Accounts, the supplemental distribution that the Portfolio Managers receive from the Adviser's parent company directly or indirectly is generally equal to their respective proportional shares of the annual net profits earned by the Adviser from advisory fees and performance-based fees derived from Client Accounts, including the Fund, as applicable.

The following table lists the number and types of accounts, other than the Fund, managed by the Fund's Portfolio Managers and estimated assets under management in those accounts, as of March 31, 2017.

Gregory Brousseau
   
     
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts
Number of Accounts 1
Assets Managed
Number of Accounts1
Assets Managed
Number of Accounts
Assets Managed
1
$223 thousand
1
$86 million
0
n/a

Mitchell A. Tanzman
   
     
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts
Number of Accounts1
Assets Managed
Number of Accounts1
Assets Managed
Number of Accounts
Assets Managed
1
$223 thousand
1
$86 million
0
n/a

1
Neither account charges any performance-based advisory fees.

 Neither of the Fund's Portfolio Managers beneficially owns any Units of the Fund.


ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant’s nominating committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by the registrant’s management and by the registrant’s Investors who have sent to Nora M. Jordan, Esq., legal counsel for the Independent Directors, at c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the nominating committee. The nominating committee meets as is necessary or appropriate.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
 
 (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

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

(a)(3) Not applicable.

(b) Not applicable.

SIGNATURES

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

(registrant)
CPG Carlyle Commitments Master Fund, LLC
 
     
By (Signature and Title)*
/s/ Mitchell A. Tanzman
 
 
Mitchell A. Tanzman
 
 
(Principal Executive Officer)
 
     
Date
June 8, 2017
 
     
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
By (Signature and Title)*
/s/ Mitchell A. Tanzman
 
 
Mitchell A. Tanzman
 
 
(Principal Executive Officer)
 
     
Date
June 8, 2017
 
     
By (Signature and Title)*
/s/ Michael Mascis
 
 
Michael Mascis
 
 
(Principal Financial Officer)
 
     
Date
June 8, 2017
 

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