Washington, D.C. 20549
c/o Partners Group (USA) Inc.
Robert M. Collins
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, 450 Fifth Street, NW, 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.
PARTNERS GROUP PRIVATE EQUITY, LLC
(a Delaware Limited Liability Company)
Semi-Annual Report
For the Six Months Ended September 30, 2016
(Unaudited)
(Including the Consolidated Financial Statements of
Partners Group Private Equity (Master Fund), LLC)
![](https://capedge.com/proxy/N-CSRS/0001398344-16-021569/fp0022611_i.jpg)
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Table of Contents
For the Six Months Ended September 30, 2016 (Unaudited)
Statement of Assets, Liabilities and Members' Equity | 1 |
Statement of Operations | 2 |
Statements of Changes in Members' Equity | 3 |
Statement of Cash Flows | 4 |
Financial Highlights | 5 |
Notes to Financial Statements | 6-10 |
Other Information | 11 |
Consolidated Financial Statements of Partners Group Private Equity (Master Fund), LLC | Appendix I |
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Statement of Assets, Liabilities and Members’ Equity –
September 30, 2016 (Unaudited)
Assets | | | |
Investment in Partners Group Private Equity (Master Fund), LLC, at fair value (cost $530,846,066) | | $ | 852,392,783 | |
Receivable for interests repurchased by Partners Group Private Equity (Master Fund), LLC | | | 9,350,578 | |
| | | | |
Total Assets | | $ | 861,743,361 | |
| | | | |
Liabilities | | | | |
Repurchase amounts payable | | $ | 9,350,578 | |
Servicing fees payable | | | 988,003 | |
Accounting and administration fees payable | | | 151,705 | |
Professional fees payable | | | 5,250 | |
Custodian fees payable | | | 1,005 | |
| | | | |
Total Liabilities | | $ | 10,496,541 | |
| | | | |
Members' Equity | | $ | 851,246,820 | |
| | | | |
Members' Equity consists of: | | | | |
Members' Equity Paid-in | | $ | 581,693,642 | |
Accumulated net investment income | | | 12,135,395 | |
Accumulated net realized gain on investments, forward foreign currency contracts and foreign currency translation | | | 177,814,847 | |
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 111,424,527 | |
Accumulated Adviser's Incentive Allocation | | | (31,821,591 | ) |
| | | | |
Total Members' Equity | | $ | 851,246,820 | |
| | | | |
Number of Outstanding Units | | | 41,545,974 | |
| | | | |
Net Asset Value per Unit | | $ | 20.4893 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Statement of Operations –
For the Six Months Ended September 30, 2016 (Unaudited)
Fund Investment Income | | $ | 5,468 | |
| | | | |
Fund Operating Expenses | | | | |
Servicing fees | | | 2,845,351 | |
Accounting and administration fees | | | 151,705 | |
Professional fees | | | 3,500 | |
Custodian fees | | | 1,872 | |
Other expenses | | | 38,047 | |
Total Operating Expenses | | | 3,040,475 | |
| | | | |
Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC | | | | |
Investment Income | | | 11,743,353 | |
Expenses | | | (7,072,100 | ) |
Total Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC | | | 4,671,253 | |
| | | | |
Net Investment Income | | | 1,636,246 | |
| | | | |
Net Realized Gain and Change in Unrealized Appreciation on Investments, Forward Foreign Currency Contracts and Foreign Currency Allocated from Partners Group Private Equity (Master Fund), LLC | | | | |
Net realized gain from investments and forward foreign currency contracts | | | 7,774,667 | |
Net realized gain on foreign currency translation | | | 2,106,032 | |
Net realized gain distributions from primary and secondary investments | | | 35,412,082 | |
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 8,854,323 | |
| | | | |
Net Realized Gain and Change in Unrealized Appreciation on Investments, Forward Foreign Currency Contracts and Foreign Currency Allocated from Partners Group Private Equity (Master Fund), LLC | | | 54,147,104 | |
| | | | |
Adviser's Incentive Allocation Allocated from Partners Group Private Equity (Master Fund), LLC | | | (5,588,413 | ) |
| | | | |
Net Increase in Members' Equity from Operations | | $ | 50,194,937 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Statements of Changes in Members’ Equity –
For the Periods Ended March 31, 2016 and September 30, 2016 (Unaudited)
| | Members’ Equity | |
Members' Equity at March 31, 2015 | | $ | 601,942,725 | |
Capital contributions | | | 130,089,986 | |
Capital tenders | | | (52,209,812 | ) |
Early repurchase fees | | | 20,375 | |
Net investment loss | | | 284,104 | |
Net realized gain from investments and forward foreign currency contracts | | | 23,366,401 | |
Net realized gain on foreign currency translation | | | 4,287,616 | |
Net realized gain distributions from primary and secondary investments | | | 26,756,578 | |
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 17,085,213 | |
Adviser’s Incentive Allocation | | | (7,696,372 | ) |
| | | | |
Members' Equity at March 31, 2016 | | $ | 743,926,814 | |
Capital contributions | | | 79,991,816 | |
Capital tenders | | | (22,866,747 | ) |
Early repurchase fees | | | — | |
Net investment loss | | | 1,636,246 | |
Net realized gain from investments and forward foreign currency contracts | | | 7,774,667 | |
Net realized gain on foreign currency translation | | | 2,106,032 | |
Net realized gain distributions from primary and secondary investments | | | 35,412,082 | |
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation | | | 8,854,323 | |
Adviser’s Incentive Allocation | | | (5,588,413 | ) |
| | | | |
Members’ Equity at September 30, 2016 | | $ | 851,246,820 | |
| | | | |
Units outstanding at March 31, 2015 | | | 34,168,948 | |
Units sold | | | 7,098,677 | |
Units repurchased | | | (2,768,077 | ) |
Units outstanding at March 31, 2016 | | | 38,499,548 | |
Units sold | | | 4,035,632 | |
Units repurchased | | | 989,206 | |
Units outstanding at September 30, 2016 | | | 41,545,974 | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Statement of Cash Flows –
For the Six Months Ended September 30, 2016 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net Increase in Members’ Equity from Operations | | $ | 50,194,937 | |
Adjustments to reconcile Net Increase in Members’ Equity from Operations to net cash used in operating activities: | | | | |
Purchases of interests in Partners Group Private Equity (Master Fund), LLC | | | (54,332,035 | ) |
Net investment income allocated from Partners Group Private Equity (Master Fund), LLC | | | (4,671,253 | ) |
Net realized gain from investments and forward foreign currency contracts allocated from Partners Group Private Equity (Master Fund), LLC | | | (7,774,667 | ) |
Net realized loss on foreign currency translation allocated from Partners Group Private Equity (Master Fund), LLC | | | (2,106,032 | ) |
Net realized gain distributions from primary and secondary investments allocated from Partners Group Private Equity (Master Fund), LLC | | | (35,412,082 | ) |
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation allocated from Partners Group Private Equity (Master Fund), LLC | | | (8,854,323 | ) |
Adviser's Incentive Allocation allocated from Partners Group Private Equity (Master Fund), LLC | | | 5,588,413 | |
Decrease in receivable for interests repurchased by Partners Group Private Equity (Master Fund), LLC | | | 15,927,236 | |
Decrease in receivable from Adviser | | | — | |
Decrease in interest receivable | | | 16 | |
Increase in servicing fees payable | | | 107,539 | |
Increase in accounting and administration fees payable | | | 130,892 | |
Increase in professional fees payable | | | 3,500 | |
Increase in custodian fees payable | | | 605 | |
Decrease in other expenses payable | | | (6,604 | ) |
Net Cash Used in Operating Activities | | | (41,203,858 | ) |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | |
Members' capital contributions | | | 79,991,816 | |
Members' capital tenders | | | (38,787,958 | ) |
Net Cash Provided by Financing Activities | | | 41,203,858 | |
| | | | |
Net change in cash and cash equivalents | | | — | |
| | | | |
Cash and cash equivalents at beginning of year | | $ | — | |
Cash and cash equivalents at September 30, 2016 | | $ | — | |
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Financial Highlights
| | Six Months Ended September 30, 2016 (Unaudited) | | | Year Ended March 31, 2016 | | | Year Ended March 31, 2015 | | | Year Ended March 31, 2014 | | | Year Ended March 31, 2013 | | | Year Ended March 31, 2012 | |
Per Unit Operating Performances (1) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 19.3230 | | | $ | 17.6167 | | | $ | 15.8231 | (2) | | $ | 14.04 | | | $ | 12.86 | (3) | | $ | 11.99 | (3) |
| | | | | | | | | | | | | | | | | | | | | | | | |
INCOME FROM INVESTMENT OPERATIONS: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.0194 | | | | (0.0263 | ) | | | 0.0434 | | | | 0.18 | * | | | 0.08 | (3) | | | 0.06 | (3) |
Net realized and unrealized gain/(loss) on investments | | | 1.1469 | | | | 1.7326 | | | | 1.7502 | | | | 1.60 | * | | | 1.10 | (3) | | | 0.81 | (3) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Increase in Members' Equity from Operations | | | 1.1663 | | | | 1.7063 | | | | 1.7936 | | | | 1.78 | * | | | 1.18 | (3) | | | 0.87 | (3) |
| | | | | | | | | | | | | | | | | | | | | | | | |
NET ASSET VALUE, END OF PERIOD | | $ | 20.4893 | | | $ | 19.3230 | | | $ | 17.6167 | | | $ | 15.82 | * | | $ | 14.04 | | | $ | 12.86 | (3) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL RETURN (4) | | | 6.04 | %(5) | | | 9.69 | % | | | 11.34 | % | | | 12.68 | %* | | | 9.18 | % | | | 7.26 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, end of period in thousands (000's) | | $ | 851,247 | | | $ | 743,927 | | | $ | 601,943 | | | $ | 503,329 | * | | $ | 354,386 | | | $ | 200,617 | |
Net investment income (loss) to average net assets, excluding Incentive Allocation | | | 0.41 | %(6) | | | 0.04 | % | | | 0.38 | % | | | 1.43 | % | | | 0.68 | % | | | 0.24 | % |
Ratio of gross expenses to average net assets, excluding Incentive Allocation (7) | | | 2.52 | %(6) | | | 2.22 | % | | | 2.29 | % | | | 2.48 | % | | | 2.46 | % | | | 2.49 | % |
Ratio of expense recoupment (waiver) to average net assets | | | 0.00 | %(6) | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | | | 0.07 | % |
Ratio of net expenses to average net assets, excluding Incentive Allocation (8) | | | 2.52 | %(6) | | | 2.22 | % | | | 2.29 | % | | | 2.48 | % | | | 2.46 | % | | | 2.56 | % |
Ratio of Incentive Allocation to average net assets | | | 0.70 | %(5) | | | 1.12 | % | | | 1.30 | % | | | 1.44 | %* | | | 1.08 | % | | | 0.87 | % |
Portfolio Turnover | | | 7.96 | %(5) | | | 21.91 | % | | | 18.25 | % | | | 26.84 | %* | | | 15.47 | % | | | 8.39 | % |
* | The item includes a correction due to a misstatement for the year ended March 31, 2014. |
(1) | Selected data for a unit of membership interest outstanding throughout the period. |
(2) | Effective February 28, 2015, the Fund chose to display a four digit net asset value per unit. |
(3) | Adjusted for 100 for 1 change in units, effective October 1, 2012. |
(4) | Total return based on per unit net asset value reflects the changes in net asset value based on the effects of the performance of the Fund during the period and assumes distribution, if any, were reinvested. |
(7) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser. |
(8) | Effective February 1, 2010, the Fund’s expense ratio is voluntarily capped at 3.00%. See note 2.e. for a more thorough Expense Limitation Agreement discussion. |
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Notes to Financial Statements – September 30, 2016 (Unaudited)
1. Organization
Partners Group Private Equity, LLC (the “Fund”) was organized as a limited liability company under the laws of the State of Delaware on June 18, 2008 and commenced operations on February 1, 2010. 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 objective of the Fund is to seek attractive long-term capital appreciation by investing in a diversified portfolio of private equity investments. To achieve its objective, the Fund invests substantially all of its assets in limited liability company interests (“Interests”) in Partners Group Private Equity (Master Fund), LLC (the “Master Fund”), a limited liability company organized under the laws of the State of Delaware, which is also registered under the 1940 Act. In addition to the Fund, three other closed-end, non-diversified investment companies also invest substantially all of their respective assets in Interests in the Master Fund (the Fund and each such other investment company, individually a “Feeder Fund” and collectively, the “Feeder Funds”). Collectively, the Feeder Funds own all of Interests in the Master Fund.
The Master Fund is managed by Partners Group (USA) Inc. (the “Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended. A board of managers (the “Board”) has overall responsibility for the management and supervision of the business operations of the Fund. The Board also acts as the board of managers of the Master Fund (the “Master Fund Board”) and of each of the other Feeder Funds. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser. Units of limited liability company interests in the Fund (“Units”) are offered only to investors that represent that they are an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended, and a “qualified client” within the meaning of Rule 205-3 under the Investment Advisers Act of 1940, as amended. Holders of Units (“Members”) do not own any direct interest in the Master Fund.
The Fund’s financial statements should be read in conjunction with the Master Fund’s consolidated financial statements, which are included as Appendix I.
At September 30, 2016, the Fund owned 41.88% of the Interests in the Master Fund.
2. Significant Accounting Policies
The Fund is an investment company. Accordingly, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the financial statements.
a. Basis of Accounting
The Fund’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“U.S. GAAP”).
b. Valuation of Investments
The Fund values its investment in the Master Fund at the net asset value of the Interests in the Master Fund owned by the Fund. The net asset value of the Interests in the Master Fund is determined by the Master Fund. Investments held by the Master Fund include direct equity and debt investments in operating companies (“Direct Investments”) and primary and secondary investments in private equity funds (“Private Equity Fund Investments”; Direct Investments and Private Equity Fund Investments, collectively, “Private Equity Investments”). The Master Fund values interests in Private Equity Investments at fair value in accordance with procedures (the “Valuation Procedures”), which have been approved by the Board and the Master Fund Board. The fair values of Private Equity Investments determined on behalf of the Master Fund by the Adviser in accordance with the Valuation Procedures are estimates. In the case of a Private Equity Fund Investment, the fair value is net of management and performance incentive fees or allocations that may be payable pursuant to the constituent documents of such Private Equity Fund Investments.
c. Allocations from the Master Fund
In accordance with U.S. GAAP, the Fund, as the holder of Interests in the Master Fund, records in its financial statements its allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation in the Master Fund.
6
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Notes to Financial Statements – September 30, 2016 (Unaudited) (continued)
2. Significant Accounting Policies (continued)
d. Fund Level Income and Expenses
Income, including interest income on any cash or cash equivalents held by the Fund, and expenses are recognized and recorded on an accrual basis. Expenses that are specifically attributed to the Fund are accrued and charged to the Fund. Although the Fund bears its proportionate share of the management fees paid by the Master Fund, the Fund pays no direct management fee to the Adviser.
e. Expense Limitation Agreement
Effective February 1, 2010, the Adviser entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction-related expenses, extraordinary expenses, the Incentive Allocation (as defined below) and any acquired fund fees and expenses) do not exceed 3.00% on an annualized basis (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit. The Expense Limitation Agreement may be terminated by the Adviser or the Fund upon thirty days’ written notice to the other party. As of September 30, 2016, there were no amounts waived or assumed that are subject for recoupment by Adviser.
f. Tax Basis Reporting
Because the Master Fund invests primarily in investments that are treated as partnerships for U.S. federal income tax purposes, the tax character of the Fund’s allocated earnings depends on the tax filings of the Private Equity Investments. Accordingly, the tax bases of these allocated earnings and the related balances are not available as of the reporting date.
g. Income Taxes
For U.S. federal income tax purposes, the Fund is treated as a partnership, and each Member is treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Fund. Accordingly, no U.S federal, state or local income taxes are paid by the Fund on the income or gains of the Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Fund.
The Adviser determines whether a tax position of the Fund is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority.
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 September 30, 2016, the tax years from the year 2012 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
h. Cash and Cash Equivalents
Pending investment in the Master Fund, the Fund holds cash and cash equivalents, including amounts held in interest bearing deposit accounts. At times, those amounts may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on such accounts.
i. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires that management makes 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 Members’ capital from operations during the reporting period. Actual results can differ from those estimates.
7
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Notes to Financial Statements – September 30, 2016 (Unaudited) (continued)
3. Fair Value Measurements
The Fund records its investment in the Master Fund at the net asset value of the Interests in the Master Fund owned by the Fund. The Master Fund’s disclosure with respect to investments held by the Master Fund under the three-tier hierarchy is discussed in the Notes to the Master Fund’s consolidated financial statements.
4. Allocation to Members’ Capital Accounts
Net profits or net losses of the Fund for each Allocation Period (as defined below) are allocated among and credited to or debited against the Members’ capital accounts in proportion to the number of Units owned by Members. Each Allocation Period begins on the day after the last day of the preceding Allocation Period and ends at the close of business on the first to occur thereafter of: (1) the last day of a calendar month, (2) the last day of a taxable year, (3) the day preceding a day on which Units are purchased, (4) a day on which Units are repurchased by the Fund pursuant to tenders of Units by Members or (5) a day on which any amount is credited to or debited from the capital account of any Member other than an amount to be credited to or debited from the capital accounts of all Members in accordance with their respective investment percentages.
The Fund maintains a separate capital account in its records for each Member. As of any date, the capital account balance of a Member is equal to the net asset value per Unit as of such date, multiplied by the number of Units held by such Member. Any amounts charged or debited against a Member’s capital account under the Fund’s ability to allocate special items and to accrue reserves (other than among all Members in accordance with the number of Units held by each Member) are treated as a partial repurchase of such Member’s Units for no additional consideration as of the date on which the Board determines such charge or debit is required to be made. Additionally, such Member’s Units are reduced thereby as appropriately determined by the Fund. Any amounts credited to a Member’s capital account under the Fund’s ability to allocate special items and to accrue reserves (other than among all Members in accordance with the number of Units held by each such Member) are treated as an issuance of additional Units to such Member for no additional consideration as of the date on which the Board determines such credit is required to be made. Additionally, such Member’s Units are increased thereby as appropriately determined by the Fund. As of September 30, 2016, there have been no special items or accrued receivables allocated to Members’ capital accounts.
5. Subscriptions and Repurchase of Units
Units are generally offered for purchase as of the first day of each calendar month, but may be offered more or less frequently as determined by the Board in its sole discretion.
The Board may, from time to time and in its sole discretion, cause the Fund to repurchase Units from Members pursuant to written tenders by Members at such times and on such terms and conditions as established by the Board. In determining whether the Fund should offer to repurchase Units, the Board considers whether the Master Fund is making a contemporaneous repurchase offer for Interests in the Master Fund, as well as a variety of other operational, business and economic factors. The Adviser anticipates recommending to the Master Fund Board that, under normal circumstances, the Master Fund conduct repurchase offers of no more than 5% of the Master Fund’s net assets quarterly on or about each January 1st, April 1st, July 1st and October 1st. It is anticipated that the Fund will generally conduct repurchase offers contemporaneously with repurchase offers conducted by the Master Fund. A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from a Member at any time prior to the day immediately preceding the first anniversary of the Member’s purchase of such Units.
6. Related Party Transactions and Other
The Fund pays the Adviser or one of its affiliates, in its capacity as the servicing agent (the “Servicing Agent”), a monthly servicing fee (the “Servicing Fee”), equal to 0.70% on an annualized basis of the Fund’s net asset value as of each month-end. The Servicing Fee is paid to the Servicing Agent out of the Fund’s assets and decreases the net profits or increases the net losses of the Fund. For purposes of determining the Servicing Fee due to the Adviser for any month, the Fund’s net asset value is calculated prior to any reduction for any fees and expenses (of the Fund and the Master Fund) for that month, including, without limitation, the Servicing Fee payable for that month.
8
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Notes to Financial Statements – September 30, 2016 (Unaudited) (continued)
6. Related Party Transactions and Other (continued)
An incentive allocation (“Incentive Allocation”) is calculated at the Master Fund and allocated to the Fund based on the Fund’s ownership of Interests in the Master Fund. The Incentive Allocation is equal to 10% of the excess, if any, of (i) the allocable share of the net profits of the Master Fund for the relevant period of each member of the Master Fund, including the Fund, over (ii) the then balance, if any, of that member’s Loss Recovery Account (as defined below). The Incentive Allocation is debited from such member’s capital account and credited to a capital account of the Adviser (or, to the extent permitted by applicable law, of an affiliate of the Adviser) in the Master Fund (the “Incentive Allocation Account”). The Incentive Allocation Account is maintained solely for the purpose of allocating the Incentive Allocation, and thus, the Incentive Allocation Account does not participate in the net profits and losses of the Master Fund.
The Master Fund maintains a memorandum account for each member of the Master Fund, including the Fund (each, a “Loss Recovery Account”). Each member’s Loss Recovery Account has an initial balance of zero and is (i) increased upon the close of each Allocation Period of the Master Fund by the amount of the relevant member’s allocable share of the net losses of the Master Fund for the Allocation Period, and (ii) decreased (but not below zero) upon the close of such Allocation Period by the amount of such member’s allocable share of the net profits of the Master Fund for the Allocation Period. The Incentive Allocation is calculated, charged to each member of the Master Fund and credited to the Incentive Allocation Account as of the end of each Allocation Period. The Allocation Period for a member whose Interest in the Master Fund is repurchased or is transferred in part is treated as ending only for the portion of the Interest so repurchased or transferred. In addition, only the net profits of the Master Fund, if any, and the balance of the Loss Recovery Account attributable to the portion of the Interest being repurchased or transferred (based on the member’s capital account amount being so repurchased or transferred) is taken into account in determining the Incentive Allocation for the Allocation Period then ending. The member’s Loss Recovery Account is not adjusted for such member’s allocable share of the net losses of the Master Fund, if any, for the Allocation Period then ending that are attributable to the portion of the Interest so repurchased or transferred. For the six months ended September 30, 2016, an Incentive Allocation of $5,588,413 was credited to the Incentive Allocation Account from the Fund’s capital account in the Master Fund.
State Street Bank and Trust Company (the “Administrator”) serves as administrator and accounting agent to the Fund and provides certain accounting, record keeping and investor related services. For these services the Administrator receives a fixed monthly fee, based upon average net assets, and a monthly fee based on the number of Member accounts as well as reasonable out of pocket expenses. For the six months ended September 30, 2016, the Fund paid $151,705 in administration and accounting fees.
7. Risk Factors
An investment in the Fund involves significant risks that should be carefully considered prior to investment and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Master Fund invests substantially all of its available capital in Private Equity Investments. These investments are generally restricted securities that are subject to substantial holding periods and are not traded in public markets. As a result, the Master Fund may not be able to resell some of its holdings for extended periods, which may be several years. No guarantee or representation is made that the Fund’s investment objective will be met.
A further discussion of the risks associated with the Fund’s investment in the Master Fund is provided in Note 12 of the Notes to the Master Fund’s consolidated financial statements, the Fund’s Confidential Private Placement Memorandum and the Fund’s Statement of Additional Information.
8. Indemnification
In the normal course of business, the Fund enters into contracts that may provide general indemnification. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund under such agreements, and therefore, cannot be established; however, based on management’s experience, the risk of loss from such claims is considered remote.
9
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Notes to Financial Statements – September 30, 2016 (Unaudited) (continued)
9. Subsequent Events
Management has evaluated the impact of all subsequent events on the Master Fund and determined that there were no subsequent events that require disclosure in the consolidated financial statements except for the following:
The Master Fund has received an exemptive order which permits the Master Fund to issue multiple classes of limited liability company interests (“Interests”). At a special meeting of the Master Fund, the members of the Master Fund (the Fund, Partners Group Private Equity (TEI), LLC, Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC, together the “Feeder Funds”) approved a multi-step plan of reorganization (the “Reorganization”). Pursuant to the reorganization: (i) the single class of ownership interests in the Master Fund currently outstanding will be converted into two different classes of Interests to be known as “Class A Interests” and “Class I Interests”, respectively, (ii) all of the outstanding Interests in the Master Fund will be converted into (x) Class A Interests in the case of the Fund and Partners Group Private Equity (TEI), LLC and (y) Class I Interests in the case of Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC, and (iii) each of the Feeder Funds (including the Fund) will then be dissolved and its assets, Class A Interests (in the case of the Fund and Partners Group Private Equity (TEI), LLC) and Class I Interests (in the case of Partners Group Private Equity (Institutional), LLC and Partners Group Private Equity (Institutional TEI), LLC), will be distributed to its members. Following the Reorganization on December 31, 2016 at 11:59pm EST, each member of the Fund will be a member of the Master Fund.
In addition, effective January 1, 2017, the Master Fund intends to elect to be treated as a corporation and regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, following the Reorganization, members of the Fund will receive information detailing their income and gain with respect to the Master Fund on IRS Forms 1099 instead of IRS Schedules K-1. Finally, the Feeder Funds approved a second amended and restated investment management agreement of the Master Fund that will be effective January 1, 2017 pursuant to which (i) the current capital account-based incentive allocation payable to the Adviser will be adjusted to a fund-level fee and (ii) the rate of the investment management fee payable to the Adviser will be adjusted from 1.25% to 1.50%.
10
Partners Group Private Equity, LLC
(a Delaware Limited Liability Company)
Other Information (Unaudited)
Proxy Voting
The Master Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Master Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling 1-877-748-7209 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Master Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Master Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.
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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.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
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.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of managers, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 12. Exhibits
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.
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.