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)
125 W. 55th Street
New York, New York 10019
(Address of principal executive offices) (Zip code)
Mitchell A. Tanzman
c/o Central Park Advisers, LLC
125 W. 55th Street
New York, New York 10019
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 317-9200
Date of fiscal year end: March 31
Date of reporting period: September 30, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
(a) The Report to Shareholders is attached herewith.
CPG Vintage Access Fund III, LLC
Consolidated Financial Statements
(Unaudited)
For the Period Ended September 30, 2023
CPG Vintage Access Fund III, LLC
Table of Contents
For the Period Ended September 30, 2023 (Unaudited)
Consolidated Schedule of Investments |
1 |
Consolidated Statement of Assets and Liabilities |
2 |
Consolidated Statement of Operations |
3 |
Consolidated Statements of Changes in Net Assets |
4 |
Consolidated Statement of Cash Flows |
5 |
Consolidated Financial Highlights |
6 |
Notes to Consolidated Financial Statements |
7-15 |
Other Information |
16 |
CPG Vintage Access Fund III, LLC
Consolidated Schedule of Investments
September 30, 2023 (Unaudited)
Investment Funds (105.71%) |
Geographic |
Financing |
Acquisition |
Cost |
Fair |
Percentage |
|||||||||
AlpInvest Co-Investment Fund (Onshore) VIII, L.P.(a) |
North America |
Buyout |
12/31/2020 |
$ | 23,321,554 | $ | 25,445,600 | 13.17 | % | ||||||
Apax X USD, L.P.(a)(b) |
North America |
Buyout |
3/17/2020 |
23,478,309 | 28,746,299 | 14.88 | % | ||||||||
Ares Special Opportunities Fund, L.P.(a)(b) |
North America |
Credit |
5/1/2020 |
7,651,380 | 15,611,469 | 8.08 | % | ||||||||
Blackstone Growth L.P.(a) |
North America |
Growth |
12/15/2020 |
16,009,886 | 14,046,875 | 7.27 | % | ||||||||
Blackstone Life Sciences V L.P.(a)(b) |
North America |
Buyout |
12/31/2019 |
3,698,610 | 4,370,385 | 2.26 | % | ||||||||
Cerberus Residential Income Fund B, L.P.(a) |
North America |
Credit |
6/30/2020 |
15,754,532 | 19,002,571 | 9.84 | % | ||||||||
Foresite Capital Fund V, L.P.(a)(b) |
North America |
Growth |
11/25/2020 |
13,124,000 | 14,442,961 | 7.48 | % | ||||||||
Foresite Capital Opportunity Fund V, L.P.(a)(b) |
North America |
Growth |
11/25/2020 |
2,958,000 | 3,369,377 | 1.74 | % | ||||||||
Fortress Lending Fund II (A) LP(a)(b) |
North America |
Credit |
11/30/2020 |
12,494,951 | 10,842,669 | 5.61 | % | ||||||||
KKR Dislocation Opportunities (Domestic) Fund, L.P.(a) |
North America |
Credit |
5/19/2020 |
6,461,804 | 6,409,604 | 3.32 | % | ||||||||
KKR Health Care Strategic Growth Fund II SCSp(a)(b) |
North America |
Growth |
11/20/2020 |
4,919,737 | 4,739,292 | 2.45 | % | ||||||||
NB Select Opportunities Fund III, L.P.(a)(b) |
North America |
Buyout |
3/27/2020 |
11,474,044 | 17,416,443 | 9.02 | % | ||||||||
Oaktree Opportunities Fund Xi, L.P.(a)(b) |
North America |
Credit |
7/20/2020 |
21,187,950 | 24,726,689 | 12.80 | % | ||||||||
Wellington Hadley Harbor Partners III, L.P.(a)(b) |
North America |
Growth |
10/19/2020 |
17,074,777 | 15,008,431 | 7.77 | % | ||||||||
Total Investment Funds |
$ | 179,609,534 | $ | 204,178,665 | |||||||||||
Short-Term Investments (0.23%) |
|
|
|
|
|
|
|||||||||
Money Market Funds (0.23%) |
|||||||||||||||
UMB Demand Deposit, 5.18%(c) |
441,104 | 441,104 | 0.23 | % | |||||||||||
Total Money Market Funds |
441,104 | 441,104 | |||||||||||||
Total Short-Term Investments |
$ | 441,104 | $ | 441,104 | |||||||||||
Total Investments (105.94%) |
$ | 180,050,638 | 204,619,769 | ||||||||||||
Liabilities in Excess of Other Assets (-5.94%) |
(11,467,934 | ) | |||||||||||||
Net Assets (100.00%) |
$ | 193,151,836 |
(a) |
Non-income producing security. |
(b) |
The Fund held unfunded commitments in the investment as of September 30, 2023. (See Note 3 in the accompanying Notes to Consolidated Financial Statements). |
(c) |
The rate shown is the annualized 7-day yield as of September 30, 2023. |
See accompanying Notes to Consolidated Financial Statements.
1
CPG Vintage Access Fund III, LLC
Consolidated Statement of Assets and Liabilities
September 30, 2023 (Unaudited)
Assets |
||||
Investments, at fair value (Cost $180,050,638) |
$ | 204,619,769 | ||
Prepaid expenses and other assets |
5,198 | |||
Total Assets |
204,624,967 | |||
Liabilities |
||||
Line of credit payable |
9,200,000 | |||
Distribution and servicing fees payable |
1,165,935 | |||
Payable to Adviser |
381,986 | |||
Deferred tax liability |
252,544 | |||
Income tax payable |
215,899 | |||
Capital contributions received in advance |
208,964 | |||
Professional fees payable |
25,877 | |||
Transfer agency fees payable |
8,956 | |||
Directors’ and Officer fees payable |
6,094 | |||
Accounting and administration fees payable |
5,151 | |||
Accounts payable and other accrued expenses |
1,725 | |||
Total Liabilities |
11,473,131 | |||
Net Assets |
$ | 193,151,836 | ||
Composition of Net Assets |
||||
Paid-in capital |
$ | 168,697,115 | ||
Make-up fee |
1,378,982 | |||
Total distributable earnings |
23,075,739 | |||
Net Assets |
$ | 193,151,836 | ||
Units of Beneficial Interest Outstanding (Unlimited Number of Units Authorized): |
15,248,333 | |||
Net Asset Value per Unit: |
$ | 12.67 |
See accompanying Notes to Consolidated Financial Statements.
2
CPG Vintage Access Fund III, LLC
Consolidated Statement of Operations
For the Six Months Ended September 30, 2023 (Unaudited)
Investment Income |
||||
Income from Investment Funds |
$ | 1,368,204 | ||
Investment Income |
1,368,204 | |||
Expenses |
||||
Deferred Tax Expense |
222,317 | |||
Distribution and servicing fees |
879,197 | |||
Management fees |
761,971 | |||
Interest expense |
400,728 | |||
Loan commitment fee |
81,625 | |||
Professional fees |
78,444 | |||
Directors’ and Officer fees |
53,843 | |||
Accounting and administration fees |
52,568 | |||
Transfer agent fees |
19,406 | |||
Insurance expense |
4,954 | |||
Custody fees |
3,298 | |||
Other expenses |
6,420 | |||
Total Expenses |
2,564,771 | |||
NET INVESTMENT LOSS |
(1,196,567 | ) | ||
Net Realized Gain and Change in Unrealized Appreciation on Investments |
||||
Net realized gain on Investments |
352,460 | |||
Net change in unrealized appreciation on Investments |
2,663,330 | |||
Net Realized Gain and Change in Unrealized Appreciation on Investments and Other Foreign Currency Denominated Assets and Liabilities |
3,015,790 | |||
Net Increase in Net Assets Resulting from Operations |
$ | 1,819,223 |
See accompanying Notes to Consolidated Financial Statements.
3
CPG Vintage Access Fund III, LLC
Consolidated Statements of Changes in Net Assets
|
For the |
For the Year Ended |
||||||
Change in Net Assets Resulting from Operations |
||||||||
Net investment loss |
$ | (1,196,567 | ) | $ | (2,027,279 | ) | ||
Net realized gain from investments |
352,460 | 2,597,241 | ||||||
Net change in unrealized appreciation/(depreciation) on investments |
2,663,330 | (7,006,048 | ) | |||||
Net Change in Net Assets Resulting from Operations |
1,819,223 | (6,436,086 | ) | |||||
DISTRIBUTIONS TO SHAREHOLDERS: |
||||||||
From distributable earnings |
— | (2,853,384 | ) | |||||
Total distributions |
— | (2,853,384 | ) | |||||
Change in Net Assets Resulting from Capital Transactions |
||||||||
Capital contributions |
14,076,665 | 23,388,209 | ||||||
Net Change in Net Assets Resulting from Capital Transactions |
14,076,665 | 23,388,209 | ||||||
Total Net Increase in Net Assets |
15,895,888 | 14,098,739 | ||||||
Net Assets |
||||||||
Beginning of period |
177,255,948 | 163,157,209 | ||||||
End of period |
$ | 193,151,836 | $ | 177,255,948 | ||||
Unit Transactions |
||||||||
Units sold |
1,121,824 | 1,833,544 | ||||||
Net change in Units |
1,121,824 | 1,833,544 |
See accompanying Notes to Consolidated Financial Statements.
4
CPG Vintage Access Fund III, LLC
Consolidated Statement of Cash Flows
For the Six Months Ended September 30, 2023 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||
Net decrease in net assets resulting from operations |
$ | 1,819,223 | ||
Adjustments to reconcile net decrease in net assets from operations to net cash used in operating activities: |
||||
Net realized gain from investments |
(352,460 | ) | ||
Net change in unrealized appreciation on investments |
(2,663,330 | ) | ||
Purchases of Investment securities |
(15,338,765 | ) | ||
Net purchases of short-term investments |
(441,104 | ) | ||
Capital distributions received from Investment Funds |
5,066,678 | |||
(Increase)/Decrease in assets: |
||||
Prepaid expenses and other assets |
(1,977 | ) | ||
Increase/(Decrease) in liabilities: |
||||
Payable to Adviser |
(375,821 | ) | ||
Capital withdrawals payable |
(202,509 | ) | ||
Accrued tax payable |
(30,277 | ) | ||
Distribution and Servicing fees payable |
1,068 | |||
Deferred tax liability |
252,544 | |||
Capital contributions received in advance |
208,964 | |||
Professional fees payable |
(8,241 | ) | ||
Transfer agency fees payable |
(1,125 | ) | ||
Directors’ and Officer fee payable |
(7,157 | ) | ||
Accounting and administration fees payable |
5,151 | |||
Accounts payable and other accrued expenses |
(44,927 | ) | ||
Net cash used in operating activities |
(12,114,065 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||
Proceeds from line of credit |
9,400,000 | |||
Payments on line of credit |
(12,500,000 | ) | ||
Proceeds from capital contributions, net of change in contribution receivable |
14,076,665 | |||
Net cash provided by financing activities |
10,976,665 | |||
Net Change in cash |
(1,137,400 | ) | ||
Cash, beginning of period |
$ | 1,137,400 | ||
Cash, end of period |
$ | — |
See accompanying Notes to Consolidated Financial Statements.
5
CPG Vintage Access Fund III, LLC
Consolidated Financial Highlights
|
For the Six |
For the Year |
For the Year |
For the Year |
For the Period |
|||||||||||||||
PER UNIT OPERATING PERFORMANCE: |
||||||||||||||||||||
NET ASSET VALUE, BEGINNING OF PERIOD |
$ | 12.55 | $ | 13.27 | $ | 12.01 | $ | 8.83 | $ | 10.00 | ||||||||||
Activity from investment operations:(1) |
||||||||||||||||||||
Net investment loss(2) |
(0.08 | ) | (0.16 | ) | (0.39 | ) | (0.56 | ) | (0.47 | ) | ||||||||||
Net realized and unrealized gain/(loss) |
0.20 | (0.33 | ) | 2.00 | 3.64 | (0.48 | ) | |||||||||||||
Total from investment operations |
0.12 | (0.49 | ) | 1.61 | 3.08 | (0.95 | ) | |||||||||||||
Distributions to investors |
||||||||||||||||||||
From net realized gains |
0 | (0.23 | ) | (0.35 | ) | 0 | 0 | |||||||||||||
Total distributions to investors |
0 | (0.23 | ) | (0.35 | ) | 0 | 0 | |||||||||||||
Activity from capital transactions |
||||||||||||||||||||
Distribution and servicing fees |
0 | 0 | 0 | (0.23 | ) | (0.27 | ) | |||||||||||||
Proceeds from make-up fees |
0 | 0 | 0 | 0.33 | 0.05 | |||||||||||||||
0 | 0 | 0 | 0.10 | (0.22 | ) | |||||||||||||||
NET ASSET VALUE, END OF PERIOD |
$ | 12.67 | $ | 12.55 | $ | 13.27 | $ | 12.01 | $ | 8.83 | ||||||||||
Net assets, end of period (in thousands) |
$ | 193,348 | $ | 177,256 | $ | 163,157 | $ | 73,185 | $ | 13,404 | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Ratios to average net assets |
||||||||||||||||||||
Net investment loss(3)(4) |
(1.27 | )% | (1.22 | )% | (3.02 | )% | (5.43 | )% | (18.70 | )% | ||||||||||
Net investment loss excluding line of credit related expenses(3)(4) |
(0.76 | )% | (0.63 | )% | (2.49 | )% | (5.25 | )% | (18.70 | )% | ||||||||||
Total expenses(3)(4) |
2.72 | % | 2.84 | % | 3.85 | % | 5.54 | % | 18.70 | % | ||||||||||
Total expenses excluding line of credit related expenses(3)(4) |
2.21 | % | 2.25 | % | 3.32 | % | 5.35 | % | 18.70 | % | ||||||||||
Portfolio turnover(5) |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total return(6) |
0.96 | % | (3.70 | )% | 13.48 | % | 36.01 | % | (11.70 | )% | ||||||||||
Line of Credit: |
||||||||||||||||||||
Aggregate principal amount, end of period (000s) |
$ | 9,200 | $ | 12,300 | $ | 8,400 | $ | 2,800 | N/A | |||||||||||
Average borrowings outstanding during the period (000s) |
$ | 13,350 | $ | 14,969 | $ | 19,205 | $ | 1,078 | (7) | N/A | ||||||||||
Asset coverage, end of period per $1,000(8) |
$ | 21,995 | $ | 15,411 | $ | 20,243 | $ | 27,141 | N/A |
(1) |
Selected data is for a single unit outstanding throughout the period. |
(2) |
Based on average units outstanding during the period. |
(3) |
The ratios do not include investment income or expenses of the Investment Funds in which the Fund invests. |
(4) |
Net investment loss and total expenses are annualized for periods less than one full year, except for organizational costs which are one-time expenses. |
(5) |
Portfolio turnover rate for periods less than one year is not annualized and does not include securities received or delivered from processing creations or redemptions in-kind. |
(6) |
Total return reflects the changes in net asset value and adjusted for cash flows related to capital contributions and withdrawals during the period. Total returns shown exclude the effect of applicable sales charges and redemption fees. |
(7) |
Since first borrowing was made on March 8, 2021. |
(8) |
Calculated by subtracting the Fund’s total liabilities (excluding the principal amount of the Line of Credit) from the Fund’s total assets and dividing by the principal amount of the Line of Credit and then multiplying by $1,000. |
See accompanying Notes to Consolidated Financial Statements.
6
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2023
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 seeks to achieve its investment objective principally by making primary 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 were represented on the Morgan Stanley Smith Barney LLC (“Morgan Stanley”) platform during the Fund’s 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 closed-end management investment company registered under the 1940 Act that is organized under Delaware law. 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. In accordance with Rule 2a-5 promulgated under the 1940 Act, the Board has appointed the Adviser as the Fund’s valuation designee (the “Valuation Designee”) and has assigned to the Adviser general responsibility for determining the value of the Fund’s investments. In that role, the Adviser has established a committee (the “Valuation Committee”) that oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Adviser (the “Valuation Procedures”).
The initial closing date for subscriptions for units of limited liability company interests (“Units”) was December 20, 2019 (“Initial Closing”). Subsequent to the Initial Closing, the Fund offered Units at additional closings, which occurred over a period of nine months following the Initial Closing (the last closing being referred to as the “Final Closing”). An investor that participated in a closing that occurred after the Initial Closing was required to pay a “make-up” fee amount to the Fund. Such “make-up” payment was 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 were 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.
7
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The Fund meets the definition of an investment company and follows the accounting and reporting guidance as issued through the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Cash: Cash consists of monies 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.
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 income is recorded on the ex-date 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.
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 taxed as a corporation and used when the Fund has determined that owning certain investment funds within a domestic limited liability company structure would not be beneficial. As of September 30, 2023, the total value of investment funds held by the subsidiary is $3,843,599, or approximately 1.99% of the Fund’s net assets.
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
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 Accounting Standards Codification, Fair Value Measurement (“ASC 820”). See Note 3 for more information.
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 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.
8
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
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 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 adopted by the Adviser. The Fund’s investments are subject to the terms and conditions of the respective operating agreements and offering memoranda, as appropriate. The Valuation Committee oversees the valuation process of the Fund’s investments. The Valuation Committee meets on a quarterly basis and reports to the Board on a quarterly basis. ASC 820 provides for the use of net asset value (or its equivalent) as a practical expedient to estimate fair value of investments in Investment Funds, provided certain conditions are met. As such, 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 Investment Funds value their underlying investments in accordance with policies established by each Investment Fund, as described in each of their financial statements or offering memoranda. The 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 will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value such a position at its net asset value as reported or whether to adjust such value. The underlying investments of each Investment Fund are accounted for at fair value as described in each Investment Fund’s financial statements.
The Adviser employs ongoing due diligence policies and processes with respect to Investment Funds and their investment managers. The Adviser assesses the quality of information provided and determines whether such information continues to be reliable or whether additional inquiry is necessary. Such inquiries may require the Adviser to forego its normal reliance on the value provided and to independently determine the fair value of the Fund’s interest in such Investment Fund.
The fair value relating to certain underlying investments of these Investment Funds, for which there is no ready market, has been estimated by the respective Investment Fund’s 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 $204,178,665 that in accordance with ASU 2015-07, are excluded from the fair value hierarchy as of September 30, 2023. Investments in Investment Funds valued at net asset value, as a “practical expedient”, are not required to be included in the fair value hierarchy.
9
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
3. |
PORTFOLIO VALUATION (continued) |
The Fund’s private equity financing stage and private credit with their corresponding unfunded commitments and other attributes, as of September 30, 2023, are shown in the table below.
Financing |
Investment |
Fair Value |
Unfunded |
Remaining |
Redemption |
Notice Period |
Redemption |
Buyout |
Control investments in established companies |
$75,504,633 |
$22,607,672 |
Up to 10 years |
None |
N/A |
N/A |
Growth Equity & Venture Capital |
Non-control investments in companies with high growth potential |
53,310,430 |
26,113,584 |
Up to 10 years |
None |
N/A |
N/A |
Private Credit |
Debt investments made through privately negotiated transactions |
75,177,166 |
19,421,780 |
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. |
The following is a summary of investment strategies of the Investment Funds held by the Fund as of September 30, 2023.
Private equity is a common term for investments that typically are made in non-public companies through privately negotiated transactions.
Buyouts are control investments in established, cash flow positive companies. Buyout investments may focus on small-, mid- or large-capitalization companies, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. The use of debt financing, or leverage, is prevalent in buyout transactions—particularly in the large-cap segment.
Growth equity and venture capital strategies typically involve non-control investments in companies with high growth potential that are in need of expansion capital. Venture capital investments typically target newer businesses, often emerging companies, with higher growth potential and risk.
Private credit is a common term for unregistered debt investments made through privately negotiated transactions. Private credit investments may be structured using a range of financial instruments, including but not limited to, first and second lien senior secured loans, unitranche debt, mezzanine debt, unsecured debt, and structurally subordinated instruments. While these strategies, which include special situations investments (including distressed investments), generally focus on originated or secondary purchases of fixed-income senior or subordinated credits of companies, they also may include certain equity features. Distressed investing encompasses a broad range of strategies including control and non-control distressed debt, operational turnarounds, and “rescue” financings.
4. |
RELATED PARTY TRANSACTIONS AND OTHER |
As of September 30, 2023, 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 “Advisory Agreement”). Pursuant to the Advisory Agreement, the Fund pays 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.
10
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. |
RELATED PARTY TRANSACTIONS AND OTHER (continued) |
During the period ended September 30, 2023, the Adviser earned $761,971 of Management Fees which is included in the Consolidated Statement of Operations, of which $381,986 was payable on September 30, 2023, 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 expensed by the Fund related to Independent Directors for the period ended September 30, 2023 was $53,843 which is included in Directors’ and Officer Fees in the Consolidated Statement of Operations.
During the period ended September 30, 2023, the Fund incurred a portion of the annual compensation of the Fund’s Chief Compliance Officer in the amount of $9,843, which is included in Directors’ and Officer fees in the Consolidated Statement of Operations.
Certain officers and the interested director of the Fund are also officers of the Adviser and are registered representatives of Delaware Distributers, L.P. (“DDLP”).
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 its services, the Fund pays an annual fee to the Administrator as well as certain other fixed or transactional fees. For the period ended September 30, 2023, the total administration fees were $52,568 which is included as accounting and administration fees in the Consolidated Statement of Operations, of which $5,151 was payable and is included as accounting and administration fees payable in the Consolidated Statement of Assets and Liabilities at September 30, 2023.
UMB Bank, N.A. serves as the primary custodian of the assets of the Fund.
On March 24, 2022, the Board appointed DDLP as the placement agent (the “Placement Agent”) of the Fund, effective April 1, 2022. DDLP is, as of such date, an affiliate of the Adviser, both of which are indirect subsidiaries of Macquarie Management Holdings, Inc. (“Macquarie”). Under the terms of the Placement Agent Agreement, the Placement Agent is authorized to retain sub-placement agents for the provision of distribution services and to provide related sales support 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 (iii) 0.10% of the Fund’s net invested capital thereafter for the remaining life of the Fund. During the period ended September 30, 2023, the Placement Agent earned $879,197 of Distribution and Servicing Fee which is included in the Consolidated Statement of Operations, of which $1,165,935 was payable at September 30, 2023 and is included in Distribution and Servicing Fees payable on the Consolidated Statement of Assets and Liabilities.
11
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
6. |
INVESTMENTS |
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 September 30, 2023.
7. |
FEDERAL INCOME TAX |
For the year ended September 30, 2023, the Fund did not qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”), as amended, because it did not meet the income test. Accordingly, the Fund will file as a “C” corporation for the year ended September 30, 2023. As a “C” corporation, the Fund is subject to federal income taxes on any taxable income for that period. Currently the maximum marginal federal tax rate for a corporation is 21 %, which is the rate the Fund is currently using. However, the Fund had a net loss for that period and consequently did not incur any tax liability. The Code contains procedures to allow a fund that does not meet the requirements to be taxed as a RIC to re-establish its status as a RIC if it marks to market its appreciated security positions in its tax period immediately preceding re-election or if it pays tax on realized “built in gains” over the succeeding ten year period. Further, the Code contains an exception from the mark to market and built in gains tax for RICs that meet certain requirements. Management of the Fund believes the Fund meets these requirements and plans for the Fund to re-elect RIC status prior to the year ending September 30, 2025. Therefore, no provision has been made for such taxes.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management analyzed the Fund’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on returns filed for the open tax years 2021-2023.
The Tax Cuts and Jobs Act (“TCJA”) was signed into law on December 22, 2017. The TCJA made modifications to the net operating loss(“NOL”) deduction. The TCJA eliminated the NOL carryback ability and replaced the 20 year carryforward period with an indefinite carryforward period for any NOLs arising in tax years beginning after December 31, 2017. The TCJA also established a limitation for any NOLs generated in tax years beginning after December 31, 2017 to the lesser of the aggregate of available NOLs or 80% of taxable income before any NOL utilization (the “80% limitation”). The Coronavirus Aid, Relief, and Economic Security Act (“Cares Act”), signed into law on March 27, 2020, restricted the application of the 80% limitation to tax years beginning after December 31, 2020.
The Fund reviews the recoverability of its deferred tax assets based upon the weight of available evidence. When assessing the recoverability of its deferred tax assets, significant weight was given to the effects of potential future realized and unrealized gains on investments and the period over which these deferred tax assets can be realized. Currently, any capital losses that may be generated by the Fund are eligible to be carriedback up to three years and can be carried forward for five years to offset capital gains recognized by the Fund in those years.
The Federal, New York State, and New York City income tax returns are open to tax examination from inception of the corporation.
As a result of this regulatory and tax status change, the Fund records current tax liabilities or assets through charges or credits to the current tax provision for the estimated taxes payable or refundable for the current year. Deferred tax assets and liabilities are recorded for future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax valuation allowance is established if it is more likely than not that all or a portion of the deferred tax assets will not be realized. A tax position that fails to meet a more-likely-than-not recognition threshold will result in either reduction of current or deferred tax assets, and/or recording of current or deferred tax liabilities. Interest and penalties related to income taxes are recorded as income tax expense.
12
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
7. |
FEDERAL INCOME TAX (continued) |
The Fund is subject to U.S. federal and state income taxes. This taxable entity is not consolidated for income tax purposes and may generate income tax assets or liabilities that reflect the net tax effect of temporary differences between the carrying amount of the assets and liabilities for financial reporting and tax purposes and tax loss carryforwards.
The Fund recorded a provision for income tax expense for the year ended September 30, 2023. This provision for income tax expense (benefit) is comprised of the following current and deferred income tax expense (benefit):
For financial reporting purposes, the components of income before provision for income taxes were as follows:
Years Ended |
||||
Domestic |
$ | 23,920,828 | ||
Foreign |
— | |||
Income (loss) before income taxes |
$ | 23,820,828 |
The components of the provision (benefit) for income taxes were as follows:
Years Ended |
||||
Deferred: |
||||
Federal |
$ | 53,614 | ||
State |
$ | 168,702 | ||
Foreign |
— | |||
Total deferred tax expense (benefit) |
$ | 222,317 | ||
Total provision for income taxes |
$ | 222,317 |
Total income tax (current and deferred) is computed by applying the federal statutory income tax rate of 21% and estimated applicable state tax statutory rates (net of federal tax benefit) to net investment income and realized and unrealized gains/(losses) on investments before taxes for the year ended September 30, 2023 as follows:
Years Ended |
||||||||
Federal Tax (Benefit) at Statutory Rate |
$ | 5,023,374 | 21.00 | % | ||||
State Tax (Benefit), Net of Federal Benefit |
133,275 | 0.56 | % | |||||
Other |
(1,055,453 | ) | -4.41 | % | ||||
Federal Expense True Up |
(5,145,468 | ) | -21.51 | % | ||||
Change in Valuation Allowance |
1,266,588 | 5.29 | % | |||||
Total Provision for (Benefit from) Income Taxes |
$ | 222,317 | 0.93 | % |
13
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
7. |
FEDERAL INCOME TAX (continued) |
Significant components of the Fund’s deferred tax assets and liabilities as of September 30, 2023 are as follows:
Years Ended |
||||
Deferred tax assets: |
||||
Net Operating loss from Underlying Investments |
$ | 2,064,497 | ||
Interest Expense loss limitation |
109,909 | |||
Total deferred tax assets |
$ | 2,174,406 | ||
Deferred tax liabilities: |
||||
Net Distributive share from Underlying Investments |
$ | (365,142 | ) | |
Total deferred tax liabilities |
$ | (365,142 | ) | |
Valuation Allowance: |
$ | (2,061,807 | ) | |
Net deferred tax Liabilities |
$ | (252,544 | ) |
Net operating loss carryforwards are available to offset future taxable income of the Fund.
The Fund had cumulative net operating loss carryforwards from its underlying investments as of its most recent tax year ending September 30, 2023 of $2,970,361.
Net operating loss carryforwards do not expire as they pertain to federal income tax. Net operating loss carryforwards for state income tax may begin to expire during the tax year ending September 30, 2038.
8. |
CAPITAL CALL AND COMMITMENTS |
As of September 30, 2023, the fund had outstanding unfunded investment commitments to Investment Funds totaling $68,143,036 as presented in Note 3.
The Fund has total capital committed of $233,812,078 as of September 30, 2023. Since the inception of the Fund on December 20, 2019, $175,359,059 capital has been called comprising 75% of the total capital committed. The Fund currently has unfunded capital commitments of $58,453,019.
9. |
LINE OF CREDIT |
The Fund may borrow money for investment purposes and to pay expenses in advance of, or in addition to, calling capital. The Fund also may borrow money to manage its cash flow needs associated with calling Investor Commitments, satisfying capital calls, managing distributions to Investors, and paying ongoing expenses. The provisions of the 1940 Act provide that the Fund may borrow in an amount up to 33 1/3% of its total assets (including the proceeds from leverage).
14
CPG Vintage Access Fund III, LLC
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
9. |
LINE OF CREDIT (continued) |
The Fund, along with other funds managed by the Adviser, collectively entered into a $31,700,000 revolving credit facility with Barclays Bank PLC (“Barclays”), which will expire on January 24, 2025, subject to the restrictions and terms of the credit facility (“Line of Credit”). As of September 30, 2023, the Fund has drawn down $9,200,000 on this Line of Credit, and the maximum borrowing outstanding during the period was $17,000,000. For borrowing under this Line of Credit, the Fund is charged 2.75% (per annum) plus SOFR (Secured Overnight Financing Rate). The commitment fee on the daily unused loan balance of the line of credit accrues at 0.75% and is included in Commitment fee on the Consolidated Statement of Operations. For the period ended September 30, 2023, the average annualized interest rate charged and the average outstanding loan payable, was as follows:
Average Annualized Interest Rate |
8.64 | % | ||
Average Outstanding Loan Payable |
$ | 10,137,500 |
10. 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.
11. |
SUBSEQUENT EVENTS |
Subsequent events after September 30, 2023, have been evaluated through the date the financial statements were issued.
15
CPG Vintage Access Fund III, LLC
Other Information (Unaudited)
September 30, 2023
Investment Advisor
In the Fund’s annual report for the period ended March 31, 2023, the Fund disclosed that it intended to transfer the Adviser’s investment advisory business to CPG Fund Advisers (“CFA”). Management has determined not to proceed with the transfer at this time.
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.
16
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(b) Not applicable.
ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant’s nominating committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by the registrant’s management and by the registrant’s Investors who have sent to Gregory S. Rowland, Esq., legal counsel for the Independent Directors, at c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the nominating committee. The nominating committee meets as is necessary or appropriate.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Not applicable to semi-annual reports.
(a)(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 | December 8, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Mitchell A. Tanzman | |
Mitchell A. Tanzman | ||
(Principal Executive Officer) | ||
Date | December 8, 2023 | |
By (Signature and Title)* | /s/ Michael Mascis | |
Michael Mascis | ||
(Principal Financial Officer) | ||
Date | December 8, 2023 |
* | Print the name and title of each signing officer under his or her signature. |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Mitchell A. Tanzman, certify that:
1. I have reviewed this report on Form N-CSR of CPG Vintage Access Fund III, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | December 8, 2023 | /s/ Mitchell A. Tanzman | ||
Mitchell A. Tanzman | ||||
(Principal Executive Officer) |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Michael Mascis, certify that:
1. I have reviewed this report on Form N-CSR of CPG Vintage Access Fund III, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting 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; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | December 8, 2023 | /s/ Michael Mascis | ||
Michael Mascis | ||||
(Principal Financial Officer) |