N-CSRS 1 fp0012351_ncsrs.htm fp0012351_ncsrs.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-22443

Partners Group Private Equity (Institutional TEI), LLC

(Exact name of registrant as specified in charter)
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas, 37th Floor
New York, NY 10036

(Address of principal executive offices) (Zip code)

Robert Collins
1114 Avenue of the Americas, 37th Floor
New York, NY 10036

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 908-2600

Date of fiscal year end: March 31

Date of reporting period: September 30, 2014
 
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 (INSTITUTIONAL TEI), LLC
 
(a Delaware Limited Liability Company)

 
Semi-Annual Report
 
For the Six Months Ended September 30, 2014
(Unaudited)
 
(Including the Consolidated Financial Statements of
Partners Group Private Equity (Master Fund), LLC)
 
 
 
 
 
 
 

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Table of Contents
For the Six Months Ended September 30, 2014 (Unaudited)


Consolidated Statement of Assets, Liabilities and Members' Equity
1
Consolidated Statement of Operations
2
Consolidated Statements of Changes in Members' Equity
3
Consolidated Statement of Cash Flows
4
Consolidated Financial Highlights
5
Notes to Consolidated Financial Statements
6-9
Other Information
10
Consolidated Financial Statements of Partners Group Private Equity (Master Fund), LLC
Appendix I

 
 

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Assets, Liabilities and Members’ Equity – September 30, 2014 (Unaudited)

 
Assets
     
Investment in Partners Group Private Equity (Master Fund), LLC, at fair value (cost $50,799,351)
  $ 59,294,452  
Interest receivable
    3  
Prepaid assets
    17,074  
         
Total Assets
  $ 59,311,529  
         
Liabilities
       
Professional fees payable
  $ 24,500  
Accounting and administration fees payable
    9,635  
Custodian fees payable
    800  
Other expenses payable
    1,367  
         
Total Liabilities
  $ 36,302  
         
Members' Equity
  $ 59,275,227  
         
Members' Equity consists of:
       
Members' Equity Paid-in
  $ 51,924,501  
Accumulated net investment income
    657,124  
Accumulated net realized gain on investments, forward foreign currency contracts and foreign currency translation
    3,568,038  
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
    3,974,905  
Accumulated Adviser's Incentive Allocation
    (849,341 )
         
Total Members' Equity
  $ 59,275,227  
         
Number of Outstanding Units
    4,387,833  
         
Net Asset Value per Unit
  $ 13.51  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
1

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Operations – For the Six Months Ended September 30, 2014 (Unaudited)

 
Fund Investment Income
  $ 33  
         
Fund Operating Expenses
       
Accounting and administration fees
    27,936  
Professional fees
    7,000  
Registration fees
    3,652  
Custodian fees
    2,400  
Withholding tax
    13,245  
Other expenses
    11,300  
Total Operating Expenses
    65,533  
         
Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC
       
Investment Income
    671,801  
Expenses
    (406,593 )
Total Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC
    265,208  
         
Net Investment Income
    199,708  
         
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
    112,109  
Net realized gain distributions from primary and secondary investments
    1,511,247  
Net change in accumulated unrealized appreciation on investments, forward foreign currency
   contracts and foreign currency translation
    1,802,346  
         
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
    3,425,702  
         
Adviser's Incentive Allocation Allocated from Partners Group Private Equity (Master
   Fund), LLC
    (369,056 )
         
Net Increase in Members' Equity from Operations
  $ 3,256,354  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
2

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Consolidated Statements of Changes in Members’ Equity – For the Periods Ended March 31, 2014 and September 30, 2014 (Unaudited)

 
   
Members’
Equity
 
Members' Equity at March 31, 2013
  $ 12,025,933  
Capital contributions
    20,100,000  
Capital tenders
    (53,144 )
Net investment income
    389,782  
Net realized gain from investments and forward foreign currency contracts
    459,986  
Net realized gain on foreign currency translation
    147  
Net realized gain distributions from primary and secondary investments
    1,245,303  
Net change in accumulated unrealized appreciation on investments, forward foreign currency
   contracts and foreign currency translation
    1,581,995  
Adviser's Incentive Allocation
    (383,774 )
         
Members' Equity at March 31, 2014
  $ 35,366,228  
Capital contributions
    21,863,641  
Capital tenders
    (1,210,996 )
Net investment income
    199,708  
Net realized gain from investments and forward foreign currency contracts
    112,109  
Net realized gain distributions from primary and secondary investments
    1,511,247  
Net change in accumulated unrealized appreciation on investments, forward foreign currency
   contracts and foreign currency translation
    1,802,346  
Adviser's Incentive Allocation
    (369,056 )
         
Members' Equity at September 30, 2014
  $ 59,275,227  
         
Units outstanding at March 31, 2013
    1,073,144  
Units sold
    1,709,647  
Units repurchased
    (4,600 )
Units outstanding at March 31, 2014
    2,778,191  
Units sold
    1,702,142  
Units repurchased
    (92,500 )
Units outstanding at September 30, 2014
    4,387,833  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
3

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Cash Flows – For the Six Months Ended September 30, 2014 (Unaudited)

 
CASH FLOWS FROM OPERATING ACTIVITIES
     
Net Increase in Members' Equity from Operations
  $ 3,256,354  
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
    (20,652,816 )
Net investment income allocated from Partners Group Private Equity (Master Fund), LLC
    (265,208 )
Net realized gain from investments and forward foreign currency contracts allocated from
   Partners Group Private Equity (Master Fund), LLC
    (112,109 )
Net realized gain distributions from primary and secondary investments allocated from Partners
   Group Private Equity (Master Fund), LLC
    (1,511,247 )
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
    (1,716,547 )
Adviser's Incentive Allocation allocated from Partners Group Private Equity (Master Fund), LLC
    369,056  
Decrease in interest receivable
    29  
Increase in prepaid assets
    (17,074 )
Increase in professional fees payable
    7,000  
Decrease in accounting and administration fees payable
    (7,339 )
Decrease in custodian fees payable
    (400 )
Decrease in withholding taxes payable
    (110 )
Decrease in other expenses payable
    (2,234 )
Net Cash Used in Operating Activities
    (20,652,645 )
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Members' capital contributions
    21,863,641  
Members' capital tenders
    (1,210,996 )
Net Cash Provided by Financing Activities
    20,652,645  
         
Net change in cash and cash equivalents
     
         
Cash and cash equivalents at beginning of year
     
Cash and cash equivalents at End of Year
  $  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
4

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Consolidated Financial Highlights

 
   
Six Months
Ended
September 30,
2014
(Unaudited)
   
Year Ended
March 31,
2014
   
Year Ended
March 31,
2013
   
Period from Commencement of Operations -
December 1, 2011 through March 31, 2012
 
Per Unit Operating Performance (1)
                       
                         
NET ASSET VALUE, BEGINNING OF PERIOD
  $ 12.73     $ 11.21     $ 10.26 (2)   $ 10.00 (2)(3)
                                 
INCOME FROM INVESTMENT OPERATIONS:
                               
Net investment income (loss)
    (0.01 )     0.10       0.05 (2)     0.01 (2)
Net realized and unrealized gain on investments
    0.79       1.42       0.90 (2)     0.25 (2)
                                 
Net Increase in Members' Equity from Operations
    0.78       1.52       0.95 (2)     0.26 (2)
                                 
NET ASSET VALUE, END OF PERIOD
  $ 13.51     $ 12.73     $ 11.21     $ 10.26 (2)
                                 
TOTAL RETURN (4)
    6.13 %(5)     13.56 %     9.26 %     2.60 %(5)
                                 
RATIOS AND SUPPLEMENTAL DATA:
                               
Net Assets, end of period in thousands (000's)
    59,275       35,366       12,026       5,130  
Net investment income to average net assets, excluding Incentive Allocation
    0.78 %(6)     1.58 %     0.83 %     0.35 %(6)
Ratio of gross expenses to average net assets, excluding Incentive Allocation (7)
    1.85 %(6)     2.10 %     2.89 %     3.92 %(6)(8)
Ratio of expense recoupment (waiver) to average net assets
    0.00 %(6)     0.27 %     (0.47 )%     (1.97 )%
Ratio of net expenses to average net assets, excluding Incentive Allocation (9)
    1.85 %(6)     2.37 %(10)     2.42 %(10)     1.95 %(6)(8)
Ratio of Incentive Allocation to average net assets
    0.73 %(5)     1.56 %     1.09 %     0.94 %(6)
Portfolio Turnover
    11.56 %(5)     26.77 %     15.47 %     8.39 %
 
(1)
Selected data for a unit of membership interest outstanding throughout the period.
 
(2)
Adjusted for 100 for 1 change in units, effective October 1, 2012.
 
(3)
The net asset value for the beginning period December 1, 2011 (Commencement of Operations) through March 31, 2012 represents the initial contribution per unit of $10.
 
(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.
 
(5)
Not annualized.
 
(6)
Annualized.
 
(7)
Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser.
 
(8)
The organizational expenses are not annualized for the ratio calculation.
 
(9)
Effective September 26, 2011, the Fund’s expense ratio is voluntarily capped at 2.30%. See note 2.e. for a more thorough Expense Limitation Agreement discussion.
 
(10)
The Fund’s operating expenses include interest expense allocated from Partners Group Private Equity (Master Fund), LLC, and withholding tax, which are excluded from the Expense Limitation calculation. If interest expense and withholding tax were excluded from operating expenses, the net expense ratio would be 2.30%.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
5

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited)

 
1. Organization
 
Partners Group Private Equity (Institutional TEI), LLC (the “Fund”) invests substantially all of its assets in Partners Group Private Equity (Offshore II), LDC (the “Offshore Fund”). The Offshore Fund is a Cayman Islands limited duration company with the same investment objective as the Fund. The Offshore Fund serves solely as an intermediary entity through which the Fund invests in Partners Group Private Equity (Master Fund), LLC (the “Master Fund”). The Offshore Fund enables tax-exempt Members (as defined below) to invest without receiving certain income in a form that would otherwise be taxable to such tax-exempt Members regardless of their tax-exempt status. The Fund owns 100% of the participating beneficial interest of the Offshore Fund. Where these Notes to Consolidated Financial Statements discuss the Fund’s investment in the Master Fund, it means its investment in the Master Fund through the Offshore Fund.
 
The Fund was organized as a limited liability company under the laws of the State of Delaware on May 25, 2010 and commenced operations on December 1, 2011. 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 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”) of the Fund do not own any direct interest in the Master Fund.
 
The Fund’s consolidated financial statements should be read in conjunction with the Master Fund’s consolidated financial statements, which are included as Appendix I.
 
At September 30, 2014, the Fund owned 5.54% of the Interests in the Master Fund.
 
2. Significant Accounting Policies
 
The following is a summary of significant accounting and reporting policies used in preparing the consolidated 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 investment fund.
 
 
6

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
2. Significant Accounting Policies (continued)
 
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 consolidated financial statements its allocated portion of income, expense, realized gains and losses and unrealized appreciation and depreciation in the Master Fund.
 
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 September 26, 2011, 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 2.30% 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, 2014, 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 in the Fund 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 consolidated 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, 2014, the tax years from the year 2011 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.
 
 
7

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
2. Significant Accounting Policies (continued)
 
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 consolidated 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.
 
j. Consolidated Financial Statements
 
The asset, liability, and equity accounts of the Fund are consolidated with the Offshore Fund as presented in the Consolidated Statement of Assets, Liabilities and Members’ Equity. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
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, 2014, 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.
 
 
8

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
6. Related Party Transactions and Other
 
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 month period ended September 30, 2014, an Incentive Allocation of $369,056 was credited to the Incentive Allocation Account from the Fund’s capital account in the Master Fund.
 
UMB Fund Services, Inc. (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 month period ended September 30, 2014, the Fund paid $27,936 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 11 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. Subsequent Events
 
Management has evaluated the impact of all subsequent events on the Fund and has determined that there were no subsequent events that require disclosure in the consolidated financial statements.
 
 
9

 
 
Partners Group Private Equity (Institutional TEI), LLC
(a Delaware Limited Liability Company)

Other Information (Unaudited)

 
Proxy Voting
 
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 at 1-877-748-7209 or (ii) by visiting the SEC’s website at www.sec.gov.
 
Availability of Quarterly Portfolio Schedules
 
The 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 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.
 
 
10

 
 

PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC
 
(a Delaware Limited Liability Company)

 
Semi-Annual Report
 
For the Six Months Ended September 30, 2014
(Unaudited)
 
 
 
 
 
 
 

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Table of Contents
For the Six Months Ended September 30, 2014 (Unaudited)

 
Consolidated Schedule of Investments
1-5
Consolidated Statement of Assets, Liabilities and Members' Equity
6
Consolidated Statement of Operations
7
Consolidated Statements of Changes in Members' Equity
8
Consolidated Statement of Cash Flows
9
Consolidated Financial Highlights
10
Notes to Consolidated Financial Statements
11-19
Other Information
20

 
 

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Schedule of Investments – September 30, 2014 (Unaudited)


INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL MEMBERS’ EQUITY
Percentages as a percentage of total investments are as follows:
 

 
Private Equity Investments (86.37%)
Direct Investments * (46.50%)
     Direct Equity (28.61%)
Investment Type
Geographic
Region b
 
Fair
Value **
 
ACP Viking Co-Investment, LLC a, c 
Member interest
North America
  $ 2,963,842  
Action Holding BV a, c 
Common equity
Western Europe
    385,826  
Apollo Overseas Co-Investors (MHE), L.P. a, c 
Limited partnership interest
North America
    6,583,702  
Astorg Co-Invest Kerneos, FCPI a, c 
Common equity
Western Europe
    9,933,206  
ATX Networks Holdings, LLC a, c 
Member interest
North America
    95,707  
Aurora Products Group, LLC a 
Member interest
North America
    357,760  
CapitalSpring Finance Company a, c 
Warrants
North America
    590,699  
Carlyle Retail Turkey Partners, L.P. a, c 
Limited partnership interest
South America
    6,883,970  
CCM Pharma Debtco Limited a 
Common equity
Western Europe
    2,019,631  
CD&R Univar Co-Investor, L.P. a, c 
Limited partnership interest
North America
    3,147,318  
Centauro Co-Investment Fund, L.P. a, c 
Limited partnership interest
South America
    7,929,461  
CT Holdings (International) Limited a 
Common equity
Asia - Pacific
    2,276,465  
DLJSAP BookCO, LLC a, c 
Member interest
South America
    717,078  
EQT Marvin Co-Investment, L.P. a, c 
Limited partnership interest
Western Europe
    1,947,642  
Eurodrip Co-Investment Fund I, L.P. a, c 
Limited partnership interest
Western Europe
    11,783,476  
Faster S.p.A. a, c 
Common equity
Western Europe
    17,425,495  
Fermo Limited a, c 
Common equity
Asia - Pacific
    5,940,346  
Fermo Limited a, c 
Preferred equity
Asia - Pacific
    2,821,553  
Gemini Global Holdings Investors, LLC a, c 
Member interest
North America
    5,400,000  
Genoa Holding Company, Inc. a, c 
Common equity
North America
    8,926,098  
Globetrotter Investment & Co S.C.A. a, c 
Common equity
Western Europe
    2,193,779  
Globetrotter Investment & Co S.C.A. a 
Preferred equity
Western Europe
    8,781,296  
GTS II Cayman Corporation a, c 
Common equity
South America
    3,283,669  
Hogan S.ar.l a, c 
Common equity
Western Europe
    1  
Hogan S.ar.l a, c 
Preferred equity
Western Europe
    1,115,457  
Kahuna Holdco Pty Limited a 
Common equity
Asia - Pacific
    967,719  
KKBS Group Holdings, LLC a, c 
Member interest
North America
    205,735  
KKBS Holdings, LLC a, c 
Member interest
North America
    107,489  
KKR Matterhorn Co-Invest, L.P. a, c 
Limited partnership interest
Western Europe
    15,986,973  
KLFS Holdings, L.P. a, c 
Limited partnership interest
North America
    2,822,000  
Learning Care Group (US), Inc. a, c 
Warrants
North America
    8,179  
Mauritius (Luxembourg) Investments S.ar.l. a, c
Common equity
Western Europe
    2,059,253  
MPH Acquisition Holdco, L.P. a, c 
Limited partnership interest
North America
    29,217,996  
MPH Acquisition Holding, LLC a 
Member interest
North America
    1  
NDES Holdings, LLC a, c 
Member interest
North America
    2,869,639  
NTS Holding Corporation, Inc. a, c 
Common equity
North America
    3,307,011  
Peer I S.A. a, c 
Common equity
Western Europe
    17,308,515  
Peer I S.A. a 
Preferred equity
Western Europe
    2,531,663  
QoL meds Holding Company, LLC a, c 
Member interest
North America
    11,592,335  
R&R Co-Invest FCPR a, c 
Common equity
Western Europe
    16,409,888  
Sabre Industries, Inc. a, c 
Common equity
North America
    939,384  
S-Evergreen Holding Corp. a, c 
Common equity
North America
    428,930  
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. a, c
Limited partnership interest
North America
    2,702,726  
Snack Parent Corporation a, c 
Preferred equity
North America
    96,099  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
1

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Schedule of Investments – September 30, 2014 (Unaudited) (continued)

 
Private Equity Investments (continued)
Direct Investments * (continued)
     Direct Equity (continued)
Investment Type
Geographic
Region b
 
Fair
Value **
 
SPH GRD Acquisition Partners, LLC a, c 
Member interest
North America
  $ 12,599,213  
Spring Topco, Ltd. a, c 
Common equity
North America
    467,538  
Strategic Partners, Inc. a 
Common equity
North America
    5,750,813  
Surgery Center Holdings, Inc. a 
Warrants
North America
    95,799  
Svensk Utbildning Intressenter Holding AB a, c 
Common equity
Western Europe
    346,803  
Swissport II Co-Invest FCPR a, c 
Common equity
Western Europe
    6,530,396  
THL Equity Fund VI Investors (BKFS), L.P. a, c 
Limited partnership interest
North America
    13,406,250  
Valhalla Co-Invest, L.P. a 
Limited partnership interest
Western Europe
    2,556,412  
Velocity Holdings L.P. a, c 
Limited partnership interest
North America
    1,592,600  
Velocity Technologies Solutions, Inc. a, c 
Common equity
North America
    9,327,400  
Virtuoso Lux I SarL a, c 
Common equity
Western Europe
    6,342,590  
Virtuoso Lux I SarL a, c 
Shareholder loan
Western Europe
    15,630,655  
WP Mustang Co-Invest-C, L.P. a, c 
Limited partnership interest
North America
    8,654,489  
          306,365,970  
 
     Direct Debt (17.89%)
Interest
Maturity
Investment Type
Geographic
Region b
Fair
Value **
 
Ability Network Inc. a 
Libor (1.00% floor) +
   8.25%
5/16/2022
Second Lien
North America
$ 11,500,000  
Ability Network Inc. a 
Libor (1.00% floor) +
   5.00%
5/16/2021
Senior
North America
  7,711,299  
Attendo Care AB a 
Euribor (1.25% floor) +
   7.00% + 3.25% PIK
6/30/2019
Mezzanine
Western Europe
  8,278,550  
Attendo Care AB a 
Euribor (1.25% floor) +
   10.25% PIK
6/30/2019
Senior
Western Europe
  2,989,959  
ATX Networks Corp. a 
12.00% + 2.00% PIK
5/12/2016
Mezzanine
North America
  1,002,960  
Beauty Holding Two AG a 
Euribor + 5.50% + 6.00%
   PIK
12/12/2020
Mezzanine
Western Europe
  8,685,511  
Biomnis a 
7.00% + 7.00% PIK
9/3/2019
Senior
Western Europe
  2,829,075  
Biomnis a 
6.55% PIK
9/3/2019
Senior
Western Europe
  2,511,714  
CapitalSpring Finance Company a 
2.00% + 11.25% PIK
10/2/2019
Mezzanine
North America
  7,453,760  
CCM Pharma Debtco Limited a 
Libor (1.50% floor) +
   6.50% + 4.00% PIK
12/31/2020
Mezzanine
Western Europe
  10,779,209  
CDRH Parent, Inc. a 
Libor (1.00% floor) +
   8.00%
7/1/2022
Second Lien
North America
  9,837,500  
Evergreen ACQC01, L.P. a 
10.25%
7/11/2022
Mezzanine
North America
  6,487,078  
Global Tel*Link Corporation a 
Libor (1.25% floor) +
   7.75%
11/23/2020
Second Lien
North America
  10,216,570  
Global Tel*Link Corporation a 
Libor (1.25% floor) +
   3.75%
12/14/2017
Senior
North America
  4,035,372  
KACC Acquisition, LLC a 
12.00% + 1.00% PIK
6/29/2018
Mezzanine
North America
  4,349,726  
Kahuna Bidco Pty Limited a 
BBSY + 5.00% + 3.50%
   PIK
12/31/2016
Mezzanine
Asia - Pacific
  5,034,879  
Learning Care Group (US) No. 2, Inc. a 
Libor (1.00% floor) +
   4.50%
5/5/2021
Senior
North America
  6,216,518  
Panda Temple Power Intermediate Holdings I, LLC a
Libor (0.50% floor) +
   13.00% PIK
7/27/2020
Mezzanine
North America
  7,107,633  
Photonis Technologies S.A.S a 
Libor (1.00% floor) +
   7.50%
9/18/2019
Second Lien
Western Europe
  8,986,591  
Sabre Industries, Inc. a 
10.00%
2/22/2019
Mezzanine
North America
  4,027,570  
Securitas Direct Holding AB a 
Euribor + 3.75% + 6.75%
   PIK
9/2/2019
Mezzanine
Western Europe
  7,229,326  
Ship Luxco 3 S.a.r.l. a 
Libor (1.25% floor) +
   3.50%
11/30/2019
Senior
Western Europe
  20,010,000  
Springer Science+Business Media Deutschland GmbH a
Libor (1.00% floor) +
   3.75%
8/14/2020
Senior
Western Europe
  9,862,537  
Sun Products Corporation (The) a 
Libor (1.25% floor) +
   4.25%
3/23/2020
Senior
North America
  12,552,172  
Surgery Center Holdings, Inc. a 
Libor (1.25% floor) +
   4.75%
4/11/2019
Senior
North America
  4,862,125  
TrustHouse Services Group a 
Libor (1.25% floor) +
   4.50%
4/15/2019
Senior
North America
  7,060,446  
              191,618,080  
Total Direct Investments (46.50%)
      $ 497,984,050  

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
2

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Schedule of Investments – September 30, 2014 (Unaudited) (continued)

 
Private Equity Investments (continued)
   Secondary Investments* (32.94%)
Geographic
Region b
 
Fair
Value
 
3i Europartners Vb, L.P. a
Western Europe
  $ 1,311,209  
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. a, c
Western Europe
    731,751  
Abingworth Bioventures V, L.P. a
Western Europe
    688,721  
Advent International GPE VI, L.P. a
Western Europe
    4,775,408  
Apax Europe VI - A, L.P. a
Western Europe
    579,023  
Apax Europe VII - B, L.P. a, c
Western Europe
    689,305  
Apollo Investment Fund IV, L.P. a, c
North America
    6,612  
Apollo Investment Fund VI, L.P. a
North America
    1,325,684  
Apollo Investment Fund VII, L.P. a
North America
    1,041,170  
Apollo Overseas Partners (Delaware) VII, L.P. a
North America
    431,151  
Ares Corporate Opportunities Fund III, L.P. a
North America
    314,246  
Bain Capital Fund X, L.P. a
North America
    32,858,496  
Bain Capital X Co-Investment Fund, L.P. a
North America
    1,333,471  
Baring Asia Private Equity Fund IV, L.P. a
Asia - Pacific
    580,003  
BC European Capital IX, L.P. a, c
Western Europe
    3,229,685  
Blackstone Capital Partners V/F, L.P. a
North America
    4,025,379  
Blackstone Capital Partners V-S, L.P. a
North America
    549,098  
Candover 2001 Fund UK No. 2, L.P. a
Western Europe
    48,005  
Candover 2005 Fund, L.P. a, c
Western Europe
    1,220,039  
Carlyle Europe Partners II, L.P. a
Western Europe
    595,955  
Carlyle Europe Partners III, L.P. a
Western Europe
    16,055,365  
Carlyle Japan International Partners II, L.P. a
Asia - Pacific
    5,372,024  
Carlyle Partners IV, L.P. a
North America
    1,666,005  
Carlyle Partners V, L.P. a
North America
    1,158,242  
Carlyle Partners V/B, L.P. a
North America
    5,391,641  
CCP IX LP No. 2 a, c
Western Europe
    4,691,774  
Citigroup Venture Capital International Growth Offshore I, L.P. a
Asia - Pacific
    54,326  
Citigroup Venture Capital International Growth Offshore II, L.P. a
Asia - Pacific
    552,321  
Citigroup Venture International Growth Partnership II, L.P. a
Asia - Pacific
    1,662,155  
Clayton, Dubilier & Rice Fund VII, L.P. a
North America
    7,381,650  
Clayton, Dubilier & Rice Fund VIII, L.P. a
North America
    19,034,749  
CVC Capital Partners Asia Pacific III, L.P. a
Asia - Pacific
    3,970,318  
CVC European Equity Partners Tandem Fund (A), L.P. a
Western Europe
    440,905  
CVC European Equity Partners V, L.P. a
Western Europe
    4,593,735  
daVinci Japan Real Estate Partners IV, L.P. a, c
Asia - Pacific
    33,736  
Duke Street VI US No. 1 Limited Partnership a
Western Europe
    259,887  
Fourth Cinven Fund, L.P. a
Western Europe
    573,663  
Frazier Healthcare VI, L.P. a
North America
    1,130,487  
FS Equity Partners V, L.P. a, c
North America
    6,152,160  
Green Equity Investors Side V, L.P. a
North America
    2,087,941  
Gryphon Partners 3.5, L.P. a
North America
    1,331,944  
Harvest Partners V, L.P. a
North America
    438,785  
Hellman & Friedman Capital Partners VI, L.P. a
North America
    2,764,467  
Hellman & Friedman Capital Partners VII, L.P. a
North America
    1,847,568  
H.I.G. Bayside Debt & LBO Fund II, L.P. a
North America
    935,975  
Highstar Capital III Prism Fund, L.P. a
North America
    1,814,143  
Investcorp Private Equity 2007 Fund, L.P. a
North America
    5,649,012  
Investcorp Technology Partners III (Cayman), L.P. a, c
North America
    2,636,502  
Irving Place Capital Investors II, L.P. a
North America
    27,174  
Irving Place Capital Partners III, L.P. a
North America
    1,013,218  
KKR European Fund III, L.P. a
Western Europe
    6,225,344  
Lightyear Fund II, L.P. a, c
North America
    5,751,140  
Madison Dearborn Capital Partners V-A and V-B, L.P. a
North America
    8,002,718  
Madison Dearborn Capital Partners VI-C, L.P. a
North America
    1,168,265  
MidOcean Partners III, L.P. a
North America
    2,825,606  
Montagu III, L.P. a
Western Europe
    10,586  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
3

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Schedule of Investments – September 30, 2014 (Unaudited) (continued)

 
Private Equity Investments (continued)
   Secondary Investments* (continued)
Geographic
Region b
 
Fair
Value
 
Oak Investment Partners XII, L.P. a
North America
  $ 1,870,319  
PAI Europe V a, c
Western Europe
    2,722,892  
Palladium Equity Partners III, L.P. a
North America
    617,702  
Pamlico Capital GP I, LLC a, c
North America
    1  
Pamlico Capital GP II, LLC a, c
North America
    110,798  
Pamlico Capital II, L.P. a, c
North America
    4,418,291  
Pamlico Capital Secondary Fund, L.P. a, c
North America
    1  
Permira Europe I, L.P. 1B a, c
North America
    50,428  
Permira Europe II, L.P. a, c
Western Europe
    178,888  
Permira Europe III, L.P. a
Western Europe
    1,712,805  
Permira IV Continuing, L.P. 1 a
Western Europe
    18,235,197  
Providence Equity Partners IV, L.P. a
North America
    103,246  
Providence Equity Partners V, L.P. a
North America
    533,687  
Providence Equity Partners VI, L.P. a
North America
    15,548,413  
Providence Equity Partners VII-A, L.P. a
North America
    460,522  
Riverside Europe Fund IV, L.P. a, c
Western Europe
    2,796,302  
Silver Lake Partners II, L.P. a
North America
    713,115  
Silver Lake Partners III, L.P. a
North America
    13,853,505  
Silver Lake Sumeru Fund, L.P. a
North America
    313,540  
Sun Capital Partners V, L.P. a
North America
    24,725,828  
TCV VI, L.P. a, c
North America
    972,172  
TCV VII (A), L.P. a, c
North America
    11,518,401  
Terra Firma Capital Partners III, L.P. a, c
Western Europe
    13,134,493  
Thomas H. Lee Parallel (DT) Fund VI, L.P. a
North America
    2,517,167  
Thomas H. Lee Parallel Fund VI, L.P. a
North America
    2,251,381  
TPG Partners V, L.P. a
North America
    8,432,694  
TPG Partners VI, L.P. a
North America
    21,988,137  
Tudor Ventures III, L.P. a, c
North America
    4,658,913  
Warburg Pincus Private Equity IX, L.P. a
North America
    461,361  
Warburg Pincus Private Equity X, L.P. a
North America
    16,786,211  
Total Secondary Investments (32.94%)
    $ 352,726,352  
 
Primary Investments* (6.93%)
Geographic
Region b
 
Fair
Value
 
Advent International GPE VII-B, L.P. a, c
North America
  $ 8,557,839  
Altra Private Equity Fund II, L.P. a, c
South America
    1,158,655  
Apollo Investment Fund VIII, L.P. a, c
North America
    817,253  
Ares Corporate Opportunities Fund IV, L.P. a, c
North America
    4,109,534  
Avista Capital Partners II, L.P. a
North America
    1,323,382  
Avista Capital Partners III, L.P. a
North America
    6,665,183  
Baring Asia Private Equity Fund V, L.P. a
Asia - Pacific
    2,989,843  
CapVest Equity Partners III B, L.P. a, c
Western Europe
    708,659  
Carlyle Europe Partners, IV. a, c
Western Europe
    362,742  
Clayton, Dubilier & Rice Fund IX, L.P. a
North America
    3,167,630  
Crescent Mezzanine Partners VIB, L.P. a
North America
    2,245,976  
CVC Capital Partners VI (A) L.P. a, c
Western Europe
    589,713  
EQT VI (No.1) Limited Partnership a, c
Western Europe
    3,463,727  
Genstar Capital Partners VI, L.P. a
North America
    2,959,837  
Hony Capital Partners V, L.P. a
Asia - Pacific
    5,191,672  
KKR North America Fund XI, L.P. a, c
North America
    5,692,264  
Kohlberg TE Investors VII, L.P. a
North America
    2,345,488  
New Enterprise Associates 14, L.P. a, c
North America
    3,162,825  
Pátria - Brazilian Private Equity Fund IV, L.P. a, c
South America
    1,970,705  
PennantPark Credit Opportunities Fund, L.P. a
North America
    11,732,681  

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
4

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Schedule of Investments – September 30, 2014 (Unaudited) (continued)

 
Private Equity Investments (continued)
   Primary Investments* (continued)
Geographic
Region b
 
Fair
Value
 
Silver Lake Partners IV, L.P. a, c
North America
  $ 2,007,079  
Windjammer Senior Equity Fund IV, L.P. a
North America
    2,980,379  
Total Primary Investments (6.93%)
    $ 74,203,066  
           
Total Private Equity Investments (Cost $778,399,675) (86.37%)
    $ 924,913,468  
 
Short-Term Investments (9.34%)
   U.S. Government Treasury Obligations (9.34%)
 
Principal
   
Fair
Value
 
U.S. Treasury Bill, 0.008%, 10/02/2014 d
    30,000,000     $ 29,999,993  
U.S. Treasury Bill, 0.010%, 11/06/2014 d
    30,000,000       29,999,700  
U.S. Treasury Bill, 0.023%, 12/04/2014 d
    20,000,000       19,999,380  
U.S. Treasury Bill, 0.025%, 12/26/2014 d
    20,000,000       19,999,280  
Total U.S. Government Treasury Obligations (9.34%)
          $ 99,998,353  
                 
Total Short-Term Investments (Cost $99,997,699) (9.34%)
          $ 99,998,353  
                 
Total Investments (Cost $878,397,374) (95.71%)
            1,024,911,821  
                 
Other Assets in Excess of Liabilities (4.29%)
            45,978,653  
                 
Members' Equity (100.00%)
          $ 1,070,890,474  
 
*
Direct private equity investments are private investments directly into the equity or debt of selected operating companies, often together with the management of the company. Primary investments are investments in newly established private equity partnerships where underlying portfolio companies are not known as of the time of investment. Secondary investments involve acquiring single or portfolios of assets on the secondary market.
 
**
The Fair Value of any Direct Investment may not necessarily reflect the current or expected future performance of such Direct Investment or the Fair Value of the Master Fund’s interest in such Direct Investment. Furthermore, the Fair Value of any Direct Investment has not been calculated, reviewed, verified or in any way approved by such Direct Investment or its general partner, manager or sponsor (including any of its affiliates). Please see Note 2.b for further detail regarding the valuation policy of the Master Fund.
 
a
Private equity investments are generally issued in private placement transactions and as such are generally restricted as to resale. Total cost and fair value of restricted portfolio funds as of September 30, 2014 was $778,399,675 and $924,913,468, respectively.
 
b
Geographic region is based on where a Direct Investment is headquartered and may be different from where such Investment invests or operates. In the case of Primary and Secondary Investments, geographic region generally refers to where the majority of the underlying assets are invested.
 
c
Non-income producing.
 
d
Each issue shows the rate of the discount at the time of purchase.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
5

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Assets, Liabilities and Members’ Equity – September 30, 2014 (Unaudited)

 
Assets
     
Private Equity Investments, at fair value (cost $778,399,675)
  $ 924,913,468  
Short-term investments, at fair value (cost $99,997,699)
    99,998,353  
Cash and cash equivalents
    93,255,265  
Cash denominated in foreign currencies (cost $3,225,945)
    2,551,944  
Forward foreign currency contracts receivable
    4,175,945  
Investments in Private Equity Investments paid in advance
    7,629,859  
Interest receivable
    1,613,656  
Investment sales receivable
    2,499,440  
Prepaid assets
    30,377  
         
Total Assets
  $ 1,136,668,307  
         
Liabilities
       
Investment purchases payable
  $ 44,153,453  
Repurchase amounts payable for tender offers
    19,461,675  
Management fee payable
    1,137,562  
Professional fees payable
    410,733  
Interest expense payable
    482,210  
Accounting and administration fees payable
    89,485  
Board of Managers' fees payable
    22,500  
Custodian fees payable
    16,161  
Other payable
    4,054  
         
Total Liabilities
  $ 65,777,833  
         
Members' Equity
  $ 1,070,890,474  
         
Members' Equity consists of:
       
Members' Equity Paid-in
  $ 778,175,278  
Accumulated net investment income
    33,878,871  
Accumulated net realized gain on investments, forward foreign currency contracts and foreign currency translation
    108,819,934  
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
    150,016,391  
         
Total Members' Equity
  $ 1,070,890,474  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
6

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Operations – For the Six Months Ended September 30, 2014 (Unaudited)

 
Investment Income
     
Dividends (net of $73,314 withholding tax)
  $ 3,304,163  
Interest
    9,335,754  
Transaction fee income
    52,184  
Other income
    287,541  
         
Total Investment Income
    12,979,642  
         
Operating Expenses
       
Management fee
    6,477,581  
Professional fees
    477,123  
Accounting and administration fees
    266,188  
Interest expense
    189,684  
Insurance expense
    81,339  
Custodian fees
    55,644  
Board of Managers' fees
    45,000  
Other expenses
    265,810  
         
Net Expenses
    7,858,369  
         
Net Investment Income
    5,121,273  
         
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)
   on Investments, Forward Foreign Currency Contracts and Foreign Currency
       
Net realized gain from investments
    3,114,516  
Net realized gain on forward foreign currency contracts
    227,152  
Net realized gain distributions from primary and secondary investments
    30,288,871  
Net change in accumulated unrealized appreciation (depreciation) on:
       
Investments
    26,748,863  
Foreign currency translation
    (381,816 )
Forward foreign currency contracts
    5,314,416  
         
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on
   Investments, Forward Foreign Currency Contracts and Foreign Currency
    65,312,002  
         
Net Increase in Members’ Equity From Operations
  $ 70,433,275  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
7

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Statements of Changes in Members’ Equity –  For the Periods Ended March 31, 2013 and September 30, 2014 (Unaudited)

 
   
Adviser’s
Equity
   
Members’
Equity
   
Total Members’ Equity
 
Members' Equity at March 31, 2013
  $ 1,269,039     $ 656,244,563     $ 657,513,602  
Capital contributions
          245,760,013       245,760,013  
Capital tenders
    (10,976,482 )     (64,098,298 )     (75,074,780 )
Net investment income
          18,206,982       18,206,982  
Net realized gain from investments
          15,081,912       15,081,912  
Net realized loss on forward foreign currency contracts
          (401,175 )     (401,175 )
Net realized gain on foreign currency translation
          4,075       4,075  
Net realized gain distributions from primary and
   secondary investments
          38,410,123       38,410,123  
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
          52,949,438       52,949,438  
                         
Adviser's Incentive Allocation from April 1, 2013
   to March 31, 2014
    12,420,143       (12,420,143 )      
                         
Members' Equity at March 31, 2014
  $ 2,712,700     $ 949,737,490     $ 952,450,190  
                         
Capital contributions
          119,984,792       119,984,792  
Capital tenders
    (5,948,010 )     (66,029,773 )     (71,977,783 )
Net investment income
          5,121,273       5,121,273  
Net realized gain from investments
          3,114,516       3,114,516  
Net realized gain on forward foreign currency contracts
          227,152       227,152  
Net realized gain distributions from primary and secondary
   investments
          30,288,871       30,288,871  
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
          31,681,463       31,681,463  
                         
Adviser's Incentive Allocation from April 1, 2014 to September 30, 2014
    7,042,124       (7,042,124 )      
                         
Members' Equity at September 30, 2014
  $ 3,806,814     $ 1,067,083,660     $ 1,070,890,474  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
8

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Statement of Cash Flows – For the Six Months Ended September 30, 2014 (Unaudited)

 
CASH FLOWS FROM OPERATING ACTIVITIES
     
Net Increase in Members' Equity from Operations
  $ 70,433,275  
Adjustments to reconcile Net Increase in Members' Equity from Operations to net cash provided by
   operating activities:
       
Net change in accumulated unrealized appreciation on investments, forward foreign currency
   contracts and foreign currency translation
    (31,681,463 )
Net realized gain from investments, forward foreign currency contracts and foreign currency
   translation
    (33,630,539 )
Purchases of Private Equity Investments
    (130,649,542 )
Distributions received from Private Equity Investments
    100,890,102  
Net (purchases) sales of common stocks
    213,166  
Net (purchases) sales of short-term investments
    19,997,150  
Net realized gain on forward foreign currency contracts
    227,152  
Net realized gain distributions from primary and secondary investments
    30,288,871  
Increase in investments in Private Equity Investments paid in advance
    (7,629,859 )
Decrease in interest receivable
    412,457  
Increase in investment sales receivable
    (2,476,690 )
Decrease in prepaid assets
    14,209  
Decrease in other receivable
    114,000  
Decrease in investment purchases payable
    (3,993,501 )
Decrease in management fee payable
    (890,017 )
Decrease in professional fees payable
    (47,213 )
Increase in interest expense payable
    189,684  
Decrease in accounting and administration fees payable
    (78,724 )
Decrease in Board of Managers' fees payable
    (22,500 )
Decrease in custodian fees payable
    (7,602 )
Decrease in other payable
    (325,748 )
Net Cash Provided by Operating Activities
    11,346,668  
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Proceeds from Members' capital contributions
    119,984,792  
Distributions for Members' capital tenders
    (73,456,987 )
Net Cash Provided by Financing Activities
    46,527,805  
         
Net change in cash and cash equivalents
    57,874,473  
         
Effect of exchange rate changes on cash
    (381,816 )
         
Cash and cash equivalents at beginning of year
    38,314,552  
Cash and cash equivalents at End of Year
  $ 95,807,209  
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
9

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Consolidated Financial Highlights


   
Six Months Ended September 30,
2014 (Unaudited)
   
Year Ended March 31, 2014
   
Year Ended March 31, 2013
   
Year Ended March 31, 2012
   
Year Ended March 31, 2011
   
Period from Commencement of Operations -
July 1, 2009 through
March 31, 2010
 
Total Return Before Incentive Allocation(1) 
    7.02 %(3)     15.94 %     11.20 %     9.11 %     11.08 %     4.30 %(3)
                                                 
Total Return After Incentive Allocation(1) 
    6.46 %(3)     14.55 %     10.21 %     8.33 %     9.95 %     3.80 %(3)
                                                 
RATIOS AND SUPPLEMENTAL DATA:
                                               
Net Assets, end of period in thousands (000's)
  $ 1,070,890     $ 952,450     $ 657,514     $ 384,488     $ 166,326     $ 28,214  
                                                 
Net investment income (loss) to average net assets before Incentive Allocation
    1.00 %(4)     2.20 %     1.48 %     1.17 %     (0.06 )%     (3.02 )%(4)
Ratio of gross expenses to average net assets, excluding Incentive Allocation (2)
    1.54 %(4)     1.68 %     1.65 %     1.63 %     2.20 %     4.96 %(5)
Incentive Allocation to average net assets
    0.69 %(3)     1.50 %     1.07 %     0.86 %     1.86 %     0.99 %(3)
Ratio of gross expenses and Incentive Allocation to average net assets (2)
    2.23 %(4)(5)     3.18 %     2.72 %     2.49 %     4.06 %     5.95 %(4)(5)
Expense waivers to average net assets
    0.00 %(4)     0.00 %     0.00 %     0.00 %     (0.02 )%     (1.16 )%(4)
Ratio of net expenses and Incentive Allocation to average net assets
    2.23 %(4)(5)     3.18 %     2.72 %     2.49 %     4.04 %     4.79 %(4)
Ratio of net expenses to average net assets, excluding Incentive Allocation
    1.54 %(4)(5)     1.68 %     1.65 %     1.63 %     2.18 %     3.79 %(4)(5)
                                                 
Portfolio Turnover
    11.56 %(3)     26.77 %     15.47 %     8.39 %     5.71 %     13.05 %(3)(5)
 
(1)
Total investment return reflects the changes in net asset value based on the effects of the performance of the Master Fund during the period and adjusted for cash flows related to capital contributions or withdrawals during the period.
 
(2)
Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser.
 
(3)
Not annualized.
 
(4)
Annualized.
 
(5)
The Incentive Allocation and/or organizational expenses are not annualized.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
10

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited)

 
1. Organization
 
Partners Group Private Equity (Master Fund), LLC (the “Master Fund”) was organized as a limited liability company under the laws of the State of Delaware on August 4, 2008 and commenced operations on July 1, 2009. The Master Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company. The Master Fund 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 Master Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Master Fund, any committee of the Board, or the Adviser. The objective of the Master Fund is to seek attractive long-term capital appreciation by investing in a diversified portfolio of private equity investments. The Master Fund may make investments through its wholly-owned subsidiary, Partners Group Private Equity (Subholding), LLC (the “Subsidiary”). The Board has oversight responsibility for the Master Fund’s investment in the Subsidiary and the Master Fund’s role as sole member of the Subsidiary.
 
The Master Fund is a master investment portfolio in a master-feeder structure. Partners Group Private Equity, LLC, Partners Group Private Equity (Institutional), LLC, Partners Group Private Equity (TEI), LLC, and Partners Group Private Equity (Institutional TEI), LLC, (collectively “the Feeder Funds”) invest substantially all of their assets, directly or indirectly, in the limited liability company interests (“Interests”) of the Master Fund and become members, directly or indirectly, of the Master Fund (“Members”).
 
2. Significant Accounting Policies
 
The following is a summary of significant accounting and reporting policies used in preparing the consolidated financial statements.
 
a. Basis of Accounting
 
The Master Fund’s accounting and reporting policies conform with U.S. generally accepted accounting principles (“U.S. GAAP”).
 
b. Valuation of Investments
 
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 estimates the fair value of its Private Equity Investments in conformity with U.S. GAAP. The Master Fund’s valuation procedures (the “Valuation Procedures”), which have been approved by the Board, require evaluation of all relevant factors available at the time the Master Fund values its investments. The inputs or methodologies used for valuing the Master Fund’s Private Equity Investments are not necessarily an indication of the risk associated with investing in those investments.
 
Direct Investments
 
In assessing the fair value of non-traded Direct Investments, the Master Fund uses a variety of methods such as the time of last financing, earnings and multiple analysis, discounted cash flow and third party valuation, and makes assumptions that are based on market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for certain similar instruments are used for long-term debt investments where appropriate. Other techniques, such as option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments.
 
Private Equity Fund Investments
 
The fair values of Private Equity Fund Investments determined by the Adviser in accordance with the Valuation Procedures are estimates. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of the Private Equity Fund Investments. Ordinarily, the fair value of a Private Equity Fund Investment is based on the net asset value of that Private Equity Fund Investment reported by its investment manager. If the Adviser determines that the most recent net asset value reported by the investment manager of a Private Equity Fund Investment does not represent fair value or if the manager of a Private Equity Fund Investment fails to report a net asset value to the Master Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. In making that determination, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value such Private Equity Fund Investment at the net asset value last reported by its
 
 
11

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
2. Significant Accounting Policies (continued)
 
b. Valuation of Investments (continued)
 
investment manager, or whether to adjust such value to reflect a premium or discount to such net asset value. Because of the inherent uncertainty in valuation, the estimated values may differ from the values that would have been used had a ready market for the securities existed, and the differences could be material.
 
Daily Traded Investments
 
The Master Fund values investments traded (1) on one or more of the U.S. national securities exchanges or the OTC Bulletin Board, at their last sales price, or (2) on NASDAQ at the NASDAQ Official Closing Price, at the close of trading on the exchanges or markets where such securities are traded for the business day as of the relevant determination date. If no sale or official closing price of particular securities are reported on a particular day, the securities will be valued at the closing bid price for securities held long, or the closing ask price for securities held short, or if a closing bid or ask price, as applicable, is not available, at either the exchange or system-defined closing price on the exchange or system in which such securities are principally traded. Securities traded on a foreign securities exchange generally are valued at their closing prices on the exchange where such securities are primarily traded and translated into U.S. dollars at the current exchange rate provided by a recognized pricing service.
 
Investments for which no prices are obtained under the foregoing procedures, including those for which a pricing service supplies no exchange quotation or a quotation that is believed by the Adviser not to reflect the market value, will be valued at the bid price, in the case of securities held long, or the ask price, in the case of securities held short, supplied by one or more dealers making a market in those securities or one or more brokers. High quality investment grade debt securities (e.g., treasuries, commercial paper, etc.) with a remaining maturity of 60 days or less are valued by the Adviser at amortized cost.
 
c. Cash and Cash Equivalents
 
Pending investment in Private Equity Investments and in order to maintain liquidity, the Master Fund holds cash, including amounts held in foreign currency and short-term interest bearing deposit accounts. At times, those amounts may exceed federally insured limits. The Master 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.
 
d. Foreign Currency Translation
 
The books and records of the Master Fund are maintained in U.S. Dollars. Generally, assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollar equivalents using valuation date exchange rates, while purchases, realized gains and losses, income and expenses are translated at the transaction date exchange rates. As of September 30, 2014 the Master Fund has 45 investments denominated in Euros, five investments denominated in British Pounds, two investments denominated in Australian Dollars, two investments denominated in Norwegian Kronor, two investments denominated in Swiss Francs, one investment denominated in Brazilian Real, one investment denominated in Hong Kong Dollars, one investment denominated in Japanese Yen and one investment denominated in Swedish Kronor. The Master Fund does not isolate the portion of the results of operations due to fluctuations in foreign exchange rates from changes in fair values of the investments during the period.
 
e. Forward Foreign Currency Exchange Contracts
 
The Master Fund may enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Master Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Master Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Master Fund’s foreign currency denominated investments will decline in value due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.
 
 
12

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
2. Significant Accounting Policies (continued)
 
e. Forward Foreign Currency Exchange Contracts (continued)
 
During the six month period ended September 30, 2014, the Master Fund entered into three short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Master Fund had $227,152 in net realized gains, and a $5,314,416 change in net unrealized appreciation on forward foreign currency exchange contracts.
 
At September 30, 2014, the Master Fund had two outstanding short forward foreign currency exchange contracts:
 
   
Contract Amount
  Unrealized  
Settlement Date
Currency
Buy
Sell
Value
 Appreciation (Depreciation)
Counterparty
October 23, 2014
Euro (€)
$60,707,025
€45,000,000
$56,854,806
$3,852,219
Barclays Capital
December 18, 2014
Euro (€)
$38,237,409
€30,000,000
$37,913,683
$323,726
Barclays Capital
 
f. Investment Income
 
The Master Fund records distributions of cash or in-kind securities from Private Equity Investments at fair value based on the information from distribution notices when distributions are received. Thus, the Master Fund would recognize within the Consolidated Statement of Operations its share of realized gains or (losses) and the Master Fund’s share of net investment income or (loss) based upon information received regarding distributions from Private Equity Investments. Unrealized appreciation/depreciation on investments within the Consolidated Statement of Operations includes the Master Fund’s share of unrealized gains and losses, realized undistributed gains/losses, and the Master Fund’s share of undistributed net investment income or (loss) from Private Equity Investments for the relevant period.
 
g. Master Fund Expenses
 
The Master Fund bears all expenses incurred in the business of the Master Fund on an accrual basis, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Master Fund’s account; legal fees; accounting, auditing, and tax preparation fees; custodial fees; fees for data and software providers; costs of insurance; registration expenses; board fees; and expenses of meetings of the Board.
 
h. Costs Relating to Purchases of Secondary Investments
 
Costs relating to purchases of secondary investments consist of imputed expenses relating to the amortization of deferred payments on investments purchased in secondary transactions. Such expenses are recognized on a monthly basis until the due date of a deferred payment. At due date the net present value of such payment equals the notional amount due to the respective counterparty.
 
i. Income Taxes
 
For U.S. federal income tax purposes, the Master Fund is treated as a partnership, and each Member of the Master Fund is treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Master Fund. Accordingly, no U.S. federal, state or local income taxes are paid by the Master Fund on the income or gains of the Master Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Master Fund.
 
The Adviser determines whether a tax position 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 consolidated 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.
 
 
13

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
2. Significant Accounting Policies (continued)
 
i. Income Taxes (continued)
 
The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of September 30, 2014, the tax years from the year 2010 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
 
j. Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires the Master Fund 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 capital from operations during the reporting period. Actual results can differ from those estimates.
 
k. Consolidated Financial Statements
 
The Consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statement of Changes in Members’ Equity, Statement of Cash Flows and Financial Highlights of the Master Fund include the accounts of the Subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
l. Disclosures about Offsetting Assets and Liabilities
 
The Master Fund is subject to Financial Accounting Standards Board’s (“FASB”) Disclosures about Offsetting Assets and Liabilities which requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance requires retrospective application for all comparative periods presented.
 
For financial reporting purposes, the Master Fund does not offset derivative assets and liabilities that are subject to Master Netting Agreements (“MNA”) or similar arrangements in the Consolidated Statement of Assets and Liabilities. The Master Fund has adopted the new disclosure requirements on offsetting in the following table:
 
The following table presents the Master Fund’s derivative assets by type, net of amounts available for offset under a MNA and net of the related collateral received by the Master Fund as of September 30, 2014:
 
Counterparty
Gross
Amounts of
Recognized
Assets
Gross Amounts Offset
in the Consolidated
Statement of Assets
and Liabilities
Net Amounts of
Assets Presented
in the Consolidated
Statement of Assets
and Liabilities
Collateral
Pledged
Net Amount 1
Barclays Capital
$4,175,945
$—
$—
$—
$4,175,945
 
1
Net amount represents the net amount receivable from the counterparty in the event of default.
 
 
14

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
3. Fair Value Measurements
 
In conformity with U.S. GAAP, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Master Fund’s investments. The inputs are summarized in the three broad levels listed below:
 
Valuation of Investments
 
Level 1 – Quoted prices are available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such day, the mean between the closing bid and ask prices on such day. The Master Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Master Fund holds a large position and a sale could reasonably impact the quoted price.
 
Level 2 – Pricing inputs are other than quoted prices in active markets (i.e. Level 1 pricing) and fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments which are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and the Adviser’s estimates.
 
Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment and/or estimation. Investments that are included in this category generally include equity investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the Adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the company operates, comparable market transactions, company performance and projections and various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period and forward earnings, as well as discounted cash flow analysis. The following table presents the Master Fund’s investments at September 30, 2014 measured at fair value. Due to the inherent uncertainty of valuations, estimated values may materially differ from the values that would have been used had a ready market for the securities existed.
 
Investments
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Direct Investments:
                       
Direct Equity Investments
  $     $     $ 306,365,970     $ 306,365,970  
   Direct Debt Investments
                191,618,080       191,618,080  
Total Direct Investments*
  $     $     $ 497,984,050     $ 497,984,050  
Secondary Investments*
                352,726,352       352,726,352  
Primary Investments*
                74,203,066       74,203,066  
Short-Term Investments
    99,998,353                   99,998,353  
Total
  $ 99,998,353     $     $ 924,913,468     $ 1,024,911,821  

 
15

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
3. Fair Value Measurements (continued)
 
The following is a reconciliation of those investments in which significant unobservable inputs (Level 3) were used in determining value:
 
 
 
Balance as
of April 1,
2014
   
Realized
gain
   
Net change in unrealized appreciation/ (depreciation)
   
Gross purchases
   
Gross
sales
   
Net transfers
in or out
of Level 3
   
Balance
as of September 30, 2014
 
Direct Investments:
                                         
Direct Equity Investments
  $ 242,078,103     $ 1,748,291     $ 40,404,018     $ 36,109,825     $ (13,974,267 )   $     $ 306,365,970  
Direct Debt Investments
    210,660,647       1,209,468       (5,234,927 )     41,979,129       (56,996,237 )           191,618,080  
 Total Direct Investments*
  $ 452,738,750     $ 2,957,759     $ 35,169,091     $ 78,088,954     $ (70,970,504 )   $     $ 497,984,050  
 Secondary Investments*
    360,274,889       205,628       (11,492,913 )     31,389,421       (27,650,673 )           352,726,352  
 Primary Investments*
    52,073,161             3,227,663       21,171,167       (2,268,925 )           74,203,066  
Total
  $ 865,086,800     $ 3,163,387     $ 26,903,841     $ 130,649,542     $ (100,890,102 )   $     $ 924,913,468  
 
The amount of the net change in unrealized appreciation for the six month period ended September 30, 2014 relating to investments in Level 3 assets still held at September 30, 2014 is $28,398,295, which is included as a component of net change in accumulated unrealized appreciation on investments on the Consolidated Statement of Operations.
 
*
Direct private equity investments are private investments directly into the equity or debt of selected operating companies, often together with the management of the company. Secondary investments involve acquiring single or portfolios of assets on the secondary market. Primary investments are investments in newly established private equity partnerships where underlying portfolio companies are not known as of the time of investment.
 
The Master Fund’s Valuation Procedures have been approved by the Board. The Valuation Procedures are implemented by the Adviser and the Master Fund’s third party administrator, both of which report to the Board. For third-party information, the Master Fund’s administrator monitors and reviews the methodologies of the various pricing services employed by the Master Fund. The Adviser employs valuation techniques for Private Equity Investments held by the Master Fund, which include discounted cash flow methods and market comparables. The Adviser has established a committee (the “Valuation Committee”) to oversee the valuation of the Master Fund’s investments pursuant to the Valuation Procedures. The Adviser and one or more of its affiliates may act as investment advisers to clients other than the Master Fund that hold Private Equity Investments held by the Master Fund. In such cases, the Valuation Committee may value such Private Equity Investments in consultation with its affiliates. Valuation determinations by the Adviser and its affiliates for a Private Equity Investment held by other clients may result in different values than those ascribed to the same Private Equity Investment held by the Master Fund. This situation can arise in particular when reconciling fair valuation differences between U.S. GAAP and accounting standards applicable to such other clients.
 
 
16

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
3. Fair Value Measurements (continued)
 
The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser’s Valuation Committee for Level 3 Fair Value Measurements for investments held as of September 30, 2014:
 
Type of Security
Fair Value at 9/30/2014
 
Valuation Technique(s)
Unobservable Input
Range
(weighted average)
 
Direct Investments:
 
 
 
 
 
 
Direct Equity Investments
$ 296,391,084  
Market comparable companies
Enterprise Value to EBITDA multiple
4.20 x - 15.10 x(10.04 x)
 
  3,289,539  
Discounted cash flow
Discount factor
14.40% - 20.00%(15.20%)
 
  1,115,457  
Market comparable companies
Price to Book ratio
1.00 x - 1.00 x(1.00 x)
 
  2,702,726  
Market comparable companies
Enterprise Value to Sales multiple
2.56 x - 2.56 x(2.56 x)
 
  2,276,465  
Price to Earnings multiple
Price to Earnings multiple
1.42 x - 1.42 x(1.42 x)
 
  590,699  
Exit price
Recent transaction price
n/a - n/a (n/a)
Direct Debt Investments
$ 4,862,125  
Market comparable companies
Enterprise Value to EBITDA multiple
8.50 x - 8.50 x(8.50 x)
 
  71,313,190  
Discounted cash flow
Discount factor
7.09% - 14.98%(11.89%)
 
  107,989,005  
Quoted Debt
Quoted Debt
n/a - n/a (n/a)
 
  7,453,760  
Exit price
Recent transaction price
n/a - n/a (n/a)
 
Level 3 Direct Equity Investments valued by using an unobservable input factor are directly affected by a change in that factor. For Level 3 Direct Debt Investments, the Master Fund arrives at a fair value through the use of an earnings and multiples analysis and a discounted cash flows analysis which consider credit risk and interest rate risk of the particular investment. Significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurement.
 
4. Allocation of Members’ Capital
 
Net profits or net losses of the Master Fund for each Allocation Period (as defined below) are allocated among and credited to or debited against the capital accounts of the Members. “Allocation Period” means a period that 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 newly issued Interests are purchased by Members, (4) a day on which Interests are repurchased by the Master Fund pursuant to tenders of Interests 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.
 
5. Subscription and Repurchase of Members’ Interests
 
Interests are generally offered for purchase by Members as of the first day of each calendar month, except that Interests 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 Master Fund to repurchase Interests 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 Master Fund should offer to repurchase Interests, the Board considers the recommendation of the Adviser, as well as a variety of other operational, business and economic factors. The Adviser anticipates recommending to the 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. At the present time, the Master Fund does not intend to distribute to the Members any of the Master Fund’s income, but instead expects to reinvest substantially all income and gains allocable to the Members.
 
 
17

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
6. Management Fees, Incentive Allocation, and Fees and Expenses of Managers
 
The Adviser is responsible for providing day-to-day investment management services to the Master Fund, subject to the ultimate supervision of and subject to any policies established by the Board, pursuant to the terms of an investment management agreement with the Master Fund (the “Investment Management Agreement”). Under the Investment Management Agreement, the Adviser is responsible for developing, implementing and supervising the Master Fund’s investment program. In consideration for such services, the Master Fund pays the Adviser a monthly management fee equal to 1/12th of 1.25% (1.25% on an annualized basis) of the greater of (i) the Master Fund’s net asset value and (ii) the Master Fund’s net asset value less cash and cash equivalents plus the total of all commitments made by the Master Fund that have not yet been drawn for investment. In no event will the Investment Management Fee exceed 1.50% as a percentage of the Master Fund’s net asset value.
 
In addition, at the end of each calendar quarter (and at certain other times), an amount (the “Incentive Allocation”) 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 over (ii) the then balance, if any, of that Member’s Loss Recovery Account (as defined below) 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 being allocated the Incentive Allocation and thus, the Incentive Allocation Account does not participate in the net profits or losses of the Master Fund.
 
The Master Fund maintains a memorandum account for each Member (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 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 and credited to the Incentive Allocation Account as of the end of each Allocation Period. The Allocation Period for a Member whose Interest is repurchased or is transferred in part is treated as ending only for the portion of Interests 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 month period ended September 30, 2014 an aggregate Incentive Allocation of $7,042,124 was credited to the Incentive Allocation Account.
 
Each member of the Board who is not an “interested person” of the Master Fund, as defined by the 1940 Act (the “Independent Managers”), receives a fee of $35,000 per year. In addition, the Master Fund pays an additional fee of $10,000 per year to the Chairman of the Board and to the Chairman of the audit committee. All Board members are reimbursed by the Master Fund for all reasonable out-of-pocket expenses incurred by them in performing their duties.
 
7. Accounting and Administration Agreement
 
UMB Fund Services, Inc. (the “Administrator”) serves as administrator and accounting agent to the Master 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, fees on portfolio transactions, as well as reasonable out of pocket expenses. For the six month period ended September 30, 2014, the Master Fund paid $266,188 in administration and accounting fees.
 
8. Investment Transactions
 
Total purchases of Private Equity Investments for the six month period ended September 30, 2014 amounted to $130,649,542. Total distribution proceeds from sale, redemption, or other disposition of Private Equity Investments for the six month period ended September 30, 2014 amounted to $100,890,102. The cost of investments in Private Equity Investments for U.S. federal income tax purposes is adjusted for items of taxable income allocated to the Master Fund from such Private Equity Investments. The Master Fund relies upon actual and estimated tax information provided by the managers of the Private Equity Investments as to the amounts of taxable income allocated to the Master Fund as of September 30, 2014.
 
 
18

 
 
Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)

Notes to Consolidated Financial Statements – September 30, 2014 (Unaudited) (continued)

 
9. Indemnification
 
In the normal course of business, the Master Fund may enter into contracts that provide general indemnification. The Master Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Master 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.
 
10. Commitments
 
As of September 30, 2014, the Master Fund had contributed 79% or $1,097,842,372 of the total of $1,384,956,231 of its capital commitments to its Private Equity Investments. With respect to its (i) Direct Investments it had contributed $661,345,347 of $661,498,209 in total commitments, (ii) secondary Private Equity Investments it had contributed $365,262,809 of $546,149,274 in total commitments, and (iii) primary Private Equity Investments it had contributed $71,234,216 of $177,308,748 in total commitments, in each case, as of September 30, 2014.
 
11. Risk Factors
 
An investment in the Master Fund involves significant risks, including industry risk, liquidity risk, interest rate risk and economic conditions risk, that should be carefully considered prior to investing 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, so that the Master Fund may not be able to resell some of its holdings for extended periods, which may be several years. The Master Fund may have a concentration of investments in a particular industry or sector. Investment performance of the sector may have a significant impact on the performance of the Master Fund. The Master Fund’s investments are also subject to the risk associated with investing in private equity securities. The investments in private equity securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that the Master Fund will be able to realize the value of such investments in a timely manner. Private Equity Fund Investments are generally closed-end private equity partnerships with no right to withdraw prior to the termination of the partnership. The frequency of withdrawals is dictated by the governing documents of the Private Equity Fund Investments.
 
Interests in the Master Fund provide limited liquidity because Members will not be able to redeem Interests on a daily basis because the Master Fund is a closed-end fund. Therefore investment in the Master Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Interests and should be viewed as a long-term investment. No guarantee or representation is made that the investment objective will be met.
 
12. Subsequent Events
 
Management has evaluated the impact of all subsequent events on the Master Fund and has determined that there were no subsequent events that require disclosure in the consolidated financial statements.
 
 
19

 
 
Partners Group Private Equity (Master Fund), 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.
 
 
20

 
 
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.

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.

     (a)(1)   Not applicable to semi-annual reports.

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

     (a)(3)   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)
Partners Group Private Equity (Institutional TEI), LLC
 
     
By (Signature and Title)*
/s/ Robert Collins  
 
Robert Collins, President &
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
December 4, 2014
 

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/ Robert Collins  
 
Robert Collins, President &
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
December 4, 2014
 

By (Signature and Title)*
/s/ Justin Rindos  
 
Justin Rindos, Chief Financial Officer
 
 
(Principal Financial Officer)
 
     
Date
December 4, 2014
 

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