N-CSR 1 fp0054201_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 811-23452

 

CPG Vintage Access Fund III, 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, 2020

 

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 Vintage Access Fund III, LLC

 

 

 

Consolidated Financial Statements

 

Period Ended March 31, 2020

 

With Report of Independent Registered Public Accounting Firm

 

 

CPG Vintage Access Fund III, LLC

 

Table of Contents
March 31, 2020

 

 

   

Report of Independent Registered Public Accounting Firm

1

Consolidated Schedule of Investments

2

Consolidated Statement of Assets and Liabilities

3

Consolidated Statement of Operations

4

Consolidated Statement of Changes in Net Assets

5

Consolidated Statement of Cash Flows

6

Consolidated Financial Highlights

7

Notes to Consolidated Financial Statements

8-13

Other Information (Unaudited)

14-15

Fund Management (Unaudited)

16-17

Privacy Policy (Unaudited)

18-20

 

 

CPG Vintage Access Fund III, LLC

 

Report of Independent Registered Public Accounting Firm
March 31, 2020

 

 

The Board of Directors and Unit holders of
CPG Vintage Access Fund III, LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities of CPG Vintage Access Fund III, LLC (the “Fund”), including the consolidated schedule of investments, as of March 31, 2020, and the related consolidated statements of operations, cash flows, change in net assets and the financial highlights for the period from December 20, 2019 (commencement of operations) through March 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund at March 31, 2020, the consolidated results of its operations, cash flows, change in its net assets and its financial highlights for the period from December 20, 2019 (commencement of operations) through March 31, 2020, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2020, by correspondence with the underlying investees. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more Central Park Group investment companies since 2007.

 

Boston, Massachusetts
May 29, 2020

 

1

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Schedule of Investments
March 31, 2020

 

 

Investment Funds (0.66%)

Geographic
Region

 

Cost

   

Fair
Value

 

Apax X USD, L.P.(a)(b)

North America

  $     $ (272,610 )

Blackstone Life Sciences V, L.P.(a)(b)

North America

    463,642       418,624  

NB Select Opportunities Fund III, L.P.(a)(b)

North America

          (57,541 )

Total Investment Funds

    $ 463,642     $ 88,473  
                   

Total Investments (0.66%)

  $ 463,642     $ 88,473  

Other Assets In Excess of Liabilities (99.34%)

    13,315,804  

Net Assets (100.00%)

  $ 13,404,277  

 

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

 

(b)Non-income producing security.

 

See accompanying Notes to Consolidated Financial Statements.

 

2

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Statement of Assets and Liabilities
March 31, 2020

 

 

Assets

       

Investments, at fair value (Cost $463,642)

  $ 88,473  

Cash

    14,276,075  

Capital contributions receivable

    92,643  

Prepaid Directors’ and Officer fees

    45,116  

Total Assets

  $ 14,502,307  
         

Liabilities

       

Payable for contributions to Investment Funds, not yet settled

  $ 463,642  

Distribution and Servicing fees payable

    417,185  

Professional fees payable

    126,596  

Payable to Adviser

    42,690  

Transfer agency fees payable

    21,250  

Accounting and administration fees payable

    20,000  

Accounts payable and other accrued expenses

    6,667  

Total Liabilities

    1,098,030  

Net Assets

  $ 13,404,277  
         

Composition of Net Assets

       

Paid-in capital

  $ 14,416,071  

Make-up fee

    82,843  

Total distributable earnings/(loss)

    (1,094,637 )

Net Assets

  $ 13,404,277  
         

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

    1,517,643  

Net Asset Value per Unit:

  $ 8.83  

 

See accompanying Notes to Consolidated Financial Statements.

 

3

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Statement of Operations
For the Period December 20, 2019 (Commencement of Operations) to March 31, 2020

 

 

Expenses

       

Organizational expenses

  $ 421,988  

Professional fees

    153,630  

Management fees

    42,690  

Directors’ and Officer fees

    32,086  

Accounting and administration fees

    26,667  

Transfer agent fees

    24,937  

Insurance expense

    4,000  

Custody fees

    2,667  

Other expenses

    10,803  

Total Expenses

    719,468  
         

Net Investment Loss

    (719,468 )
         

Net change in unrealized appreciation/(depreciation) on Investments

    (375,169 )

Net Decrease in Net Assets Resulting from Operations

  $ (1,094,637 )

 

See accompanying Notes to Consolidated Financial Statements.

 

4

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Statement of Changes in Net Assets

 

 

 

 

For the Period
December 20, 2019
(Commencement
of Operations) to
March 31, 2020

 

Change in Net Assets Resulting from Operations

       

Net investment loss

  $ (719,468 )

Net change in unrealized (depreciation) on investments

    (375,169 )

Net Change in Net Assets Resulting from Operations

    (1,094,637 )
         

Change in Net Assets Resulting from Capital Transactions

       

Capital contributions

    14,833,256  

Distribution and Servicing fees

    (417,185 )

Make-up fee

    82,843  

Net Change in Net Assets Resulting from Capital Transactions

    14,498,914  
         

Total Net Increase in Net Assets

    13,404,277  
         

Net Assets

       

Beginning of period

     

End of period

  $ 13,404,277  
         

Unit Transactions

       

Units sold

    1,517,643  

Net change in Units

    1,517,643  

 

See accompanying Notes to Consolidated Financial Statements.

 

5

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Statement of Cash Flows
For the Period December 20, 2019 (Commencement of Operations) to March 31, 2020

 

 

Cash Flows From Operating Activities

       

Net decrease in net assets resulting from operations

  $ (1,094,637 )

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

       

Net change in unrealized appreciation/depreciation on investments

    375,169  

(Increase)/Decrease in assets:

       

Prepaid Directors’ fees

    (45,116 )

Increase/(Decrease) in liabilities:

       

Professional fees payable

    126,596  

Payable to Adviser

    42,690  

Transfer agency fees payable

    21,250  

Accounting and administration fees payable

    20,000  

Accounts payable and other accrued expenses

    6,667  

Net Cash Used in Operating Activities

    (547,381 )
         

Cash Flows From Financing Activities

       

Proceeds from capital contributions

    14,740,613  

Proceeds from make-up fees

    82,843  

Net Cash Provided by Financing Activities

    14,823,456  
         

Net change in cash

    14,276,075  

Cash, beginning of period

     

Cash, end of period

  $ 14,276,075  

 

See accompanying Notes to Consolidated Financial Statements.

 

6

 

 

CPG Vintage Access Fund III, LLC

 

Consolidated Financial Highlights

 

 

   

For the Period
December 20,
2019
(Commencement
of operations) to

 

 

 

March 31, 2020

 

Per unit operating performance:

       

Net asset value, beginning of period

  $ 10.00  

Activity from investment operations:(1)

       

Net investment loss

    (0.47 )

Net realized and unrealized gain/(loss)

    (0.48 )

Total from investment operations

    (0.95 )
         

Activity from capital transactions

       

Distribution and Servicing fees

    (0.27 )

Proceeds from make-up fees

    0.05  
      (0.22 )
         

Net Asset Value, End of Period

  $ 8.83  
         

Net assets, end of period (in thousands)

  $ 13,404  
         

Ratios/Supplemental Data:

       

Ratios to average net assets

       

Net investment loss(3)

    (18.70 )%(2)
         

Total expenses(3)

    18.70 %(2)

Portfolio turnover(4)

    0.00 %

Total return(5)

    (11.70 )%(6)

 

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

 

(2)Net investment loss and total expenses are annualized for periods less than one full year, except for Organizational Costs which are one-time expenses.

 

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

 

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

 

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

 

(6)Not annualized.

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements
March 31, 2020

 

 

1.

ORGANIZATION

 

CPG Vintage Access Fund III, LLC (the “Fund”) was organized as a Delaware limited liability company on June 19, 2019. 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 December 20, 2019. CPG VA Acquisition Fund III, LLC (“CPG VA Acquisition Fund III”), a wholly owned entity, is consolidated in the Fund’s financial statements. The 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 Fund’s investment objective is to seek long-term attractive risk adjusted returns. The Fund will seek to achieve its investment objective principally by making direct investments in a portfolio of institutional private equity, venture, and private debt investment funds managed or sponsored by various asset management firms unaffiliated with the Adviser (the “Investment Funds”) that are represented on the Morgan Stanley Smith Barney LLC platform between September 2019 and a date to be determined by the Adviser but in no event later than June 2021 (the “Vintage Period”). Morgan Stanley is not a sponsor, promoter, adviser or affiliate of the Fund.

 

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 (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 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 provide investment advice regarding the selection of Investment Funds and to be responsible for the day-to-day management of the Fund.

 

The Initial Closing date for subscriptions for units of limited liability company interests (“Units”) was December 20, 2019 (“Initial Closing”). Investors’ funds were held in escrow prior to closing. Subsequent to the Initial Closing, the Fund offers Units at additional closings, which will occur over a period of nine months following the Initial Closing (the last closing being referred to as the “Final Closing”). An Investor that participates in a closing that occurs after the Initial Closing will be required to pay a “make-up” fee amount to the Fund. Such “make-up” payments are calculated by applying an annualized rate of 6.0% to the percentage of the aggregate commitments by investors to the fund (“Commitments”) previously drawn down by the Fund and applied over the period of time since such draw-downs. The amount of the make-up fee payments are paid to and retained as assets of the Fund. This amount is presented as a component of net assets on the Consolidated Statement of Assets and Liabilities.

 

The Fund does not have a fixed term. The Investment Funds, however, generally will have fixed terms. Investors reasonably can expect to receive distributions from the Fund periodically after the Fund receives distributions from Investment Funds and when Investment Funds terminate, which the Fund anticipates will occur approximately 10 to 12 years after the Final Closing. The Fund will be wound up and dissolved after its final distribution to Investors. The Fund may be dissolved prior thereto in accordance with its LLC Agreement.

 

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”).

 

8

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements (Continued)
March 31, 2020

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Federal Tax Information: It is the Fund’s policy to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Fund’s policy is to comply with the provisions of the Code applicable to RICs and to distribute to its investors substantially all of its distributable net investment income and net realized gain on investments, if any, earned each year. In addition, the Fund intends to make distributions to avoid excise taxes. Accordingly, no provision for federal income or excise tax has been recorded in these financial statements.

 

The Fund has adopted a tax year-end of September 30 (“Tax Year”). The Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2020, the Fund has not filed tax returns but is 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 Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current period. 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 Consolidated Statement of Operations. During the period December 20, 2019 (commencement of operations) to March 31, 2020, the Fund did not incur any interest or penalties.

 

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

 

The tax character of distributions will be evaluated once paid after the Tax Year ending September 30, 2020.

 

The components of distributable earnings/(loss) on a tax basis will be evaluated as of September 30, 2020.

 

Permanent book and tax differences may result in reclassification after the Tax Year ending September 30, 2020.

 

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

 

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 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 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.

 

9

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements (Continued)
March 31, 2020

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Investment Transactions: The 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 distribution. Dividend and interest income and expenses are recorded on the accrual basis. Distributions from Investment Funds will be received as underlying investments of the Investment Funds are liquidated. Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from the Investment Funds has not been communicated from the Investment Funds. It is estimated that distributions will occur over the life of the Investment Funds.

 

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

 

Consolidation of Subsidiary: The consolidated financial statements include the financial position and the results of operations of the Fund and its wholly owned subsidiary, CPG VA Acquisition Fund III, a Delaware limited liability company. The wholly owned subsidiary has the same investment objective as the Fund. CPG VA Acquisition Fund III is used when the Fund has determined that owning certain investment funds within a domestic limited partnership structure would not be beneficial. As of March 31, 2020, no investments are held by the subsidiary.

 

Fair Value of Financial Instruments: The fair value of the Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Consolidated Statement of Assets and Liabilities. The 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.

 

Distribution and Servicing fee: During the offering period of the Fund (extending nine months from the Initial Closing) the Distribution and Servicing fee (see Note 5) will be charged to paid-in capital as a distribution cost. Thereafter the fee will be expensed as incurred.

 

Organizational Expenses: The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Units, including certain marketing expenses; provided, however, that to the extent such organizational and offering expenses exceed $1,000,000, the excess amount over $1,000,000 shall be borne by the Adviser.

 

New Accounting Pronouncement: In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820) — Disclosures FrameworkChanges to Disclosure Requirements of Fair Value Measurement (“ASU 2018-13”), which introduces new fair value disclosure requirements as well as eliminates and modifies certain fair value disclosure requirements. ASU 2018-13 will be effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years; however, management has elected to early adopt, as permitted by ASU 2018-13. The impact of the Fund’s adoption was limited to changes to the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy and financial statement disclosures regarding timing of liquidating distributions from Investment Funds.

 

3. PORTFOLIO VALUATION

 

ASC 820 defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-level hierarchy for fair value measurements 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 Fund. Unobservable inputs reflect the 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.

 

10

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements (Continued)
March 31, 2020

 

 

3. PORTFOLIO VALUATION (continued)

 

The three-tier hierarchy of inputs is summarized below:

 

 

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

 

 

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

 

 

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

 

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

 

The private capital Investment Funds are generally restricted securities that are subject to substantial holding periods and are not traded in public markets, so that the Fund may not be able to resell some of its investments for extended periods, which may be several years.

 

The NAV of the 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 Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memorandums, as appropriate. The Fund’s Valuation Committee (the “Committee”) oversees the valuation process of the Fund’s investments. The Committee meets on a quarterly basis and reports to the Board on a quarterly basis. The Fund’s investments in Investment Funds are carried at fair value which generally represents the 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 Fund’s valuation procedures require the Adviser to consider all relevant information available at the time the Fund values its portfolio. The Adviser has assessed factors including, but not limited to, the individual Investment Funds’ compliance with fair value measurements, price transparency and valuation procedures in place. The Adviser and/or the Board will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its NAV as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.

 

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

 

The Fund held Investment Funds with a fair value of $88,473 that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of March 31, 2020, as investments in Investment Funds valued at NAV, as a “practical expedient”, are not required to be included in the fair value hierarchy.

 

11

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements (Continued)
March 31, 2020

 

 

4. RELATED PARTY TRANSACTIONS AND OTHER

 

As of March 31, 2020, the Fund and CPG VA Acquisition Fund III had no investments in Investment Funds that were related parties.

 

The Adviser provides investment advisory services to the Fund pursuant to an investment advisory agreement (the “Agreement”). Pursuant to the Agreement, the Fund will pay the Adviser a quarterly advisory fee at the annual rate of (i) 0.25% of total Commitments for the first 12 months following the Initial Closing, (ii) 0.65% of total Commitments from the one year anniversary of the Initial Closing until the six year anniversary of the Final Closing; (iii) 0.65% of the Fund’s net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (iv) 0.30% of the Fund’s net invested capital thereafter for the remaining life of the Fund (the “Management Fee”). The Management Fee will be determined and accrued as of the last day of each quarter, and will be prorated for any period of less than a quarter based on the number of days in such period.

 

During the period December 20, 2019 (commencement of operations) to March 31, 2020, the Adviser earned $42,690 of Management Fee which is included in the Consolidated Statement of Operations, all of which was payable at March 31, 2020 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 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 Fund’s account; legal fees; accounting, auditing and tax preparation fees; recordkeeping and custodial fees; costs of computing the 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” 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 paid by the Fund related to Independent Directors for the period December 20, 2019 (commencement of operations) to March 31, 2020 was $75,318, of which $30,202 is included in Directors’ and Officer Fees in the Consolidated Statement of Operations and $45,116 is included in Prepaid Directors’ and Officer fees on the Consolidated Statement of Assets and Liabilities.

 

During the period December 20, 2019 (commencement of operations) to March 31, 2020, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $1,884 which is included in Directors’ and Officer fees and Organizational Expenses in the Consolidated Statement of Operations, all of which was payable as of March 31, 2020 and is included in Prepaid Directors’ and Officer fees in the Consolidated 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 Foreside Fund Services, LLC.

 

5. ADMINISTRATION, CUSTODIAN FEES, DISTRIBUTION AND SERVICING FEE

 

SS&C Technologies and its affiliates DST Asset Manager Solutions, Inc. and ALPS Fund Services, Inc. serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. For the period December 20, 2019 (commencement of operations) to March 31, 2020, the total administration fees were $26,667 which is included as accounting and administration fees in the Consolidated Statement of Operations, of which $20,000 was payable and is included as accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities at March 31, 2020.

 

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

 

12

 

 

CPG Vintage Access Fund III, LLC

 

Notes to Consolidated Financial Statements (Continued)
March 31, 2020

 

 

5. ADMINISTRATION, CUSTODIAN FEES, DISTRIBUTION AND SERVICING FEE (continued)

 

During the offering period, the Distribution and Servicing Fee will be considered attributable to distribution only and charged to paid-in capital as soon as Units are sold in accordance with guidance outlined in FASB ASC 946-20-25-5 and 946-20-20-20. Following the offering period (i.e., following the final close), the Distribution and Servicing Fee will be considered attributable to ongoing distribution-related servicing and recorded quarterly as a liability and an expense on the Fund’s books and records. The fee attributed to distribution during the offering period is charged to each investor at an amount equal for 0.5625% of their Commitment.

 

Foreside Fund Services, LLC (the “Placement Agent”) acts as the placement agent of the Fund’s Units. Under the terms of the Placement Agent Agreement, the Placement Agent is authorized to retain sub-placement agents for the provision of distribution services and services to Investors. The Fund pays the Placement Agent a quarterly fee at the annual rate of (i) 0.75% of total Commitments from the Initial Closing until the six year anniversary of the Final Closing, (ii) 0.75% of the Fund’s net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (ii) 0.10% of the Fund’s net invested capital thereafter for the remaining life of the Fund. During the period December 20, 2019 (commencement of operations) to March 31, 2020, the Placement Agent earned $417,185 of Distribution and Servicing Fee which is included in the Consolidated Statement of Changes in Net Assets, all of which was payable at March 31, 2020 and is included in Distribution and Servicing Fee payable on the Consolidated Statement of Assets and Liabilities.

 

6. INVESTMENTS

 

For the period December 20, 2019 (commencement of operations) to March 31, 2020, total capital called by Investment Funds amounted to $463,642. The cost of investments in Investment Funds for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Fund from such Investment Funds. The 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 Fund as of March 31, 2020.

 

7. CAPITAL CALL AND COMMITMENTS

 

As of March 31, 2020, the Fund had outstanding investment commitments to Investment Funds totaling $39,536,358.

 

The Fund has total capital committed of $74,166,278 as of March 31, 2020. Since the inception of the Fund on December 20, 2019, $14,833,256 capital has been called comprising 20% of the total capital committed. The Fund currently has unfunded capital commitments of $59,333,022.

 

8. 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.

 

9. SUBSEQUENT EVENTS

 

Subsequent events after March 31, 2020 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 other than as follows.

 

Impacts of COVID-19: The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the values of the Fund’s investments and the Fund’s performance during the period March 31, 2020 through May 29, 2020, the date that these financial statements were issued.

 

13

 

 

CPG Vintage Access Fund III, LLC

 

Other Information (Unaudited)
March 31, 2020

 

 

Proxy Voting

 

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

 

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

 

Availability of Quarterly Portfolio Schedules

 

Disclosure of Portfolio Holdings: The Fund will file a complete schedule of its portfolio holdings with the Securities and Exchange Commission (the “SEC”) no more than sixty days after the Fund’s first and third fiscal quarters of each fiscal year 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.

 

Investment Advisory Agreement Approval

 

The Directors, including the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended), evaluated the Agreement at a meeting on July 10, 2019. The 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 Agreement. The Directors reviewed materials furnished by the Adviser, including information regarding the Adviser, its affiliates and its personnel, operations and financial condition. A table indicating comparative fee information was also included in the meeting materials and was reviewed and discussed. The Directors discussed with representatives of the Adviser the Fund’s operations and the Adviser’s ability to provide advisory and other services to the Fund. In particular, the Board considered the following:

 

 

(i)

The nature, extent and quality of services to be provided by the Adviser: The Directors reviewed the services that the Adviser would provide to the Fund, including generally managing the Fund’s investments in accordance with the stated policies of the Fund. The Directors also discussed the amount of time the Adviser would dedicate to the Fund and the type of transactions that would be done on behalf of the Fund. The Directors also considered the Adviser’s investment philosophy and investment process with respect to, and the investment outlook for, the Fund. In addition, the Board considered the education, background and experience of the Adviser’s advisory and other personnel proposing to provide services to the Fund. The Board then considered the administrative services to be provided by the Adviser and its affiliates to the Fund, 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 Fund. The Directors acknowledged the Adviser’s engagement of skilled investment professionals, research analysts and administrative, legal and compliance staff members to seek to ensure that a high level of quality in compliance and administrative services would be provided to the Fund. Accordingly, the Directors concluded that the quality and scope of services offered by the Adviser to the Fund was appropriate and supported approval of the Agreement.

 

 

(ii)

Investment performance of the Fund and the Adviser: Because the Fund is newly formed, the Directors did not consider the investment performance of Fund. The Board considered the Adviser’s representations as to the caliber of the investment funds (including their advisers) that are represented on the Morgan Stanley Smith Barney LLC platform.

 

 

(iii)

Cost of the services to be provided and profits to be realized by the Adviser from the relationship with the Fund: The Board considered the fact that because the Fund had not commenced operations and the eventual amount of the Fund’s assets was uncertain, management was not able to provide it with specific information concerning the cost

 

14

 

 

CPG Vintage Access Fund III, LLC

 

Other Information (Unaudited) (Continued)
March 31, 2020

 

 

of services to be provided to the Fund and the expected profits to be realized by the Adviser. The Board determined to revisit this issue no later than when it next reviewed the Fund’s Agreement in connection with consideration of the renewal of the Agreement for the annual period following the initial two (2) year term.

 

 

(iv)

The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale: The Directors discussed that, as the Fund has not commenced investment operations and did not have any commitments, economies of scale were not a significant factor for the Fund. The Directors also noted that a discussion of economies of scale is predicated on a fund having achieved a substantial size with increasing assets and that the Fund will not be continuously offered.

 

 

(v)

Comparison of fees to be paid to those under other investment advisory contracts, such as contracts of the same and other investment advisers or other clients: The Board reviewed the fees to be paid by the Fund and compared the fees to those being charged to other investment companies that have objectives and strategies similar to those of the Fund and that are managed by a third-party investment advisers (the “Comparable Fund”), as well as to the fees the Adviser charged to manage other funds of private equity funds. In addition, the Board considered the expense limitation agreement.

 

The Directors determined that the fees to be paid under the Agreement do 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 appropriate under the circumstances and in light of the factors and totality of the services provided. The Directors concluded that approval of the Agreement was in the best interests of the Fund.

 

15

 

 

CPG Vintage Access Fund III, LLC

 

Fund Management (Unaudited)
March 31, 2020

 

 

Board members of the Fund, together with information as to their positions with the 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 Fund (collectively, the “Independent Directors) and perform the same functions for the Fund as are customarily exercised by the non-interested directors of a registered investment company organized as a corporation.

 

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 (75)
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)

6

None

Kristen M. Leopold (52)
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 Weston Capital Management, LLC (investment managers) (1997-2006)

6

Blackstone Alternative Alpha Fund; Blackstone Alternative Alpha Fund II; Blackstone Alternative Alpha Master Fund; Blackstone Alternative Multi-Manager Fund; Blackstone Alternative Multi-Strategy Fund

Janet L. Schinderman (69)
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)

6

Advantage Advisers Xanthus Fund, L.L.C.

Sharon J. Weinberg (60)
c/o Central Park Group, LLC
805 Third Avenue, 18th Floor
New York, NY 10022
Director

Term -Indefinite Length - Since Inception

Co-Founder, Blue Leaf Ventures (consulting) (2018-present); Managing Director, New York Venture Empire State Development (2016-2018); Managing Director, JPMorgan Asset Management (2000 - 2015); Vice President, JPMorgan Investment Management (1996 - 2000); Associate, Willkie Farr & Gallagher LLP (1984 - 1996)

6

None

 

16

 

 

CPG Vintage Access Fund III, LLC

 

Fund Management (Unaudited) (Continued)
March 31, 2020

 

 

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 (60)
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)

6

None

OFFICER(S) WHO ARE NOT DIRECTORS

Michael Mascis (52)
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 (54)
Central Park Group, LLC
805 Third Avenue, 18th Floor
New York, NY 10022
Chief Compliance Officer

Term – Indefinite Length – Since Inception

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

Gregory Brousseau (64)
c/o Central Park Group, LLC
805 Third Avenue, 18th Floor
New York, NY 10022
Vice President

Term - Indefinite Length - Since Inception

Co-Chief Executive Officer of Central Park Group, LLC since 2006

N/A

N/A

Ruth Goodstein (60)
c/o Central Park Group, LLC
805 Third Avenue, 18th Floor
New York, NY 10022
Vice President

Term - Indefinite Length - Since Inception

Chief Operating Officer of Central Park Group, LLC since 2006

N/A

N/A

 

17

 

 

CPG Vintage Access Fund, LLC

 

Privacy Policy (Unaudited)

 

 

FACTS

What does Central Park Group, LLC and its affiliates (“CPG”) do with your personal information?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share includes your social security number and may include other information such as your:

 

● Risk tolerance

● Investment experience

● Transaction history

● Income

● Wire transfer instructions

 

When you are no longer our client, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons why financial companies can share their customers’ personal information, the reasons CPG chooses to share customers’ personal information, and whether you can limit this sharing.

 

Reasons we can share your personal information

Does CPG
share?

Can you limit this sharing?

For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or provide fund services to you

Yes

No

For our marketing purposes — to offer our products and services to you

No

We do not share.

For affiliates’ everyday business purposes — to facilitate the servicing of accounts

Yes

No

For affiliates’ everyday business purposes — information about your transaction history or creditworthiness

No

We do not share.

For non-affiliates’ everyday business purposes — such as to perform transaction processing, placement servicing, tax preparation or maintaining investor accounts on behalf of CPG

Yes

No

For non-affiliates to market to you

No

We do not share.

For joint marketing with other financial companies

No

We do not share.

 

Questions?

If you have any questions about this Privacy Notice, call (212) 317-9200 or email operations@centralparkgroup.com.

 

18

 

 

CPG Vintage Access Fund, LLC

 

Privacy Policy (Unaudited) (Continued)

 

 

Who we are

Who is providing this notice?

This Privacy Notice relates to the following entities:

 

● Central Park Group, LLC

● Central Park Advisers, LLC

● Central Park Fund Administration, LLC

● Central Park Group Activist Fund, LLC

● Central Park Group AlpInvest Co-Investment Fund VII, LLC

● Central Park Group Carlyle Fund, LLC

● Central Park Group Carlyle Equity Opportunity Fund, LLC

● Central Park Group Carlyle Equity Opportunity Fund II, LLC

● Central Park Group Global Distressed Fund, LLC

● Central Park Group Global Private Equity Fund, LLC

● Central Park Group KKR Americas Fund XII, LLC

● Central Park Group Lighthouse Global Long/Short Fund, LLC

● Central Park Group Manager Alliance Fund, LLC

● Central Park Group Manager Alliance Fund II, LLC

● Central Park Group Real Estate Opportunity Fund, LLC

● Central Park Group Real Estate Special Situations Fund, LLC

● Central Park Group WP Global Growth, LLC

● Central Park Group WP Private Equity XI, LLC

● Central Park Group WP Private Equity XII, LLC

● Central Park Group WP Energy, LLC

● CPG Carlyle Commitments Fund, LLC

● CPG Carlyle Commitments Master Fund, LLC

● CPG Brookfield Opportunistic Real Estate, LLC

● CPG Focused Access Fund, LLC

● CPG Vintage Access Fund, LLC

● CPG Vintage Access Fund II, LLC

● CPG Vintage Access Fund III, LLC

 

19

 

 

CPG Vintage Access Fund, LLC

 

Privacy Policy (Unaudited) (Continued)

 

 

What we do

How does CPG protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with Federal law. These measures include computer safeguards and secured files and buildings.

 

We authorize our employees to access your information only when they need it for their work. We require companies that work for us to protect your information.

How does CPG collect my personal information?

We collect this information from you through various means, such as when you:

● Subscribe to purchase units in a fund

● Complete an investor application/subscription agreement

● Give us your contact information

● Deposit money

● Make a wire transfer

 

We also may collect your personal information from other forms, written and electronic correspondence and transaction history.

Why can’t I limit all sharing?

We note that the Federal privacy laws only give you the right to limit:

 

● Sharing for affiliates’ everyday business purposes—information about your creditworthiness

● Affiliates from using your information to market to you

● Sharing for non-affiliates to market to you

 

We do not engage in these types of information sharing.

Definitions

Affiliates

Our affiliates are companies or funds related to us by common ownership or control and can include both financial and nonfinancial companies.

 

For example, our affiliates include entities under common control with Central Park Group, LLC and funds where Central Park Group or a related entity acts as a managing member or adviser.

Non-affiliates

Non-affiliates are companies not related to us by common ownership or control and can include both financial and nonfinancial companies.

 

Central Park Group does not share your information with non- affiliates to market to you.

Joint marketing

Joint marketing arrangements are formal agreements between non- affiliated financial companies that together market financial products or services to you.

 

20

 

 

This page intentionally left blank.

 

 

 

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 the fiscal period December 20, 2019 (commencement of fund operations) to March 31, 2020, 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 was $70,000.

 

Audit-Related Fees

 

(b) The aggregate fees billed for the fiscal period December 20, 2019 (commencement of fund operations) to March 31, 2020, 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 . 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 the fiscal period December 20, 2019 (commencement of fund operations) to March 31, 2020, for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $75,000.

 

All Other Fees

 

(d) The aggregate fees billed in for the fiscal period December 20, 2019 (commencement of fund operations) to March 31, 2020, for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0.

 

(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 the fiscal period December 20, 2019 (commencement of fund operations) to March 31, 2020, of the registrant was $0.

 

(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 Fund may receive notices or proposals from the Investment Funds seeking the consent of or voting by holders ("proxies"). The 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.

 

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. 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 Fund intends to hold its interests in the Investment Funds in non-voting form1. Where only voting securities are available for purchase by the Fund, in all, or substantially all, instances, the 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.

 

1 The Adviser will consider whether foregoing the right to vote is consistent with its fiduciary duties as an investment adviser. In its deliberations in a particular case, it expects to weigh, among other things, the benefit of foregoing the vote (principally, the increased investment that can be made) with the potential detriment of waiving voting power, considering, among other things, the importance of matters on which investors have the right to vote, the quality of the Investment Fund’s portfolio management and whether the Adviser believes that forgoing the vote would adversely affect the ability of the Fund to fulfill its investment objective.

 

Information regarding how the Adviser voted proxies related to the 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 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 25 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 25 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.

 

The Portfolio Managers manage, or are affiliated with, other accounts in addition to the Fund, including other pooled investment vehicles. Because the Portfolio Managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (collectively “Client Accounts”), or may be affiliated with such Client Accounts, there may be an incentive to favor one Client Account over another, resulting in conflicts of interest. For example, the Adviser may, directly or indirectly, receive fees from Client Accounts that are higher than the fee it receives from the Fund, or it may, directly or indirectly, receive a performance-based fee on a Client Account. In those instances, the Portfolio Managers may have an incentive to not favor the Fund over the Client Accounts. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

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 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, 2020.

 

Gregory Brousseau

 

Registered Investment Companies Other Pooled Investment Vehicles Other Accounts
Number of Accounts1 Assets Managed Number of Accounts1 Assets Managed Number of Accounts1 Assets Managed
4

$1,290 million

1

$42 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 Accounts1 Assets Managed
4

$1,290 million

1 $42 million 0 N/A

 

1None of the accounts charges any performance-based advisory fees.

 

Name of Portfolio Management Team Member: Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member:
Gregory Brousseau $0
Mitchell A. Tanzman $10,001 - $50,000

 

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

 

Not applicable.

 

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

 

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

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

 

 

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

 

(a)(1) Not applicable.

 

(a)(2) Not applicable.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

ITEM 13. EXHIBITS.

 

(a)(1) 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.

 

(a)(4) Not applicable.

 

(b) Not applicable.

 

 

 

SIGNATURES

 

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

 

(registrant) CPG Vintage Access Fund III, LLC  
     
By (Signature and Title)* /s/ Mitchell A. Tanzman  
  Mitchell A. Tanzman  
  (Principal Executive Officer)  
     
Date June 9, 2020  

 

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 9, 2020  
     
By (Signature and Title)* /s/ Michael Mascis  
  Michael Mascis  
  (Principal Financial Officer)  
     
Date June 9, 2020  

 

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