0001398344-15-003799.txt : 20150610 0001398344-15-003799.hdr.sgml : 20150610 20150609173112 ACCESSION NUMBER: 0001398344-15-003799 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150610 DATE AS OF CHANGE: 20150609 EFFECTIVENESS DATE: 20150610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Partners Group Private Equity (Institutional TEI), LLC CENTRAL INDEX KEY: 0001492958 IRS NUMBER: 272679282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22443 FILM NUMBER: 15921779 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-908-2600 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 N-CSR 1 fp0014622_ncsr.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number   811-22443

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 M. 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: March 31, 2015

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)
 
Annual Report

For the Year Ended March 31, 2015

(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 Year Ended March 31, 2015
 
Report of Independent Registered Public Accounting Firm
1
Consolidated Statement of Assets, Liabilities and Members' Equity
2
Consolidated Statement of Operations
3
Consolidated Statements of Changes in Members' Equity
4
Consolidated Statement of Cash Flows
5
Consolidated Financial Highlights
6
Notes to Consolidated Financial Statements
7-12
Fund Management
13-14
Other Information
15-17
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)

Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2015

 
To the Board of Managers and Members of
Partners Group Private Equity (Institutional TEI), LLC:

In our opinion, the accompanying consolidated statement of assets, liabilities and members’ equity, and the related consolidated statements of operations, of changes in members’ equity and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Partners Group Private Equity (Institutional TEI), LLC (the “Fund”) at March 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its members’ equity for each of the two years in the period then ended and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits of these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Dallas, Texas
June 1, 2015

1

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

Consolidated Statement of Assets, Liabilities and Members’ Equity –
March 31, 2015
 
Assets
   
Investment in Partners Group Private Equity (Master Fund), LLC, at fair value (cost $70,516,607)
 
$
83,155,160
 
Interest receivable
   
3
 
Prepaid assets
   
1,947
 
         
Total Assets
 
$
83,157,110
 
         
Liabilities
       
Professional fees payable
 
$
17,500
 
Accounting and administration fees payable
   
15,213
 
Custodian fees payable
   
800
 
Withholding taxes payable
   
3,001
 
Other expenses payable
   
3,084
 
         
Total Liabilities
 
$
39,598
 
         
Members' Equity
 
$
83,117,512
 
         
Members' Equity consists of:
       
Members' Equity Paid-in
 
$
72,117,851
 
Accumulated net investment income
   
1,032,786
 
Accumulated net realized gain on investments, forward foreign currency contracts and foreign currency translation
   
6,420,651
 
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
4,809,842
 
Accumulated Adviser's Incentive Allocation
   
(1,263,618
)
         
Total Members' Equity
 
$
83,117,512
 
         
Number of Outstanding Units
   
5,878,803
 
         
Net Asset Value per Unit
 
$
14.1385
 

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 Statement of Operations –
For the Year Ended March 31, 2015
 
Fund Investment Income
 
$
71
 
         
Fund Operating Expenses
       
Accounting and administration fees
   
58,001
 
Professional fees
   
14,000
 
Registration fees
   
6,218
 
Custodian fees
   
4,800
 
Withholding tax
   
37,893
 
Other expenses
   
24,900
 
Total Operating Expenses
   
145,812
 
         
Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC
       
Investment Income
   
1,664,263
 
Expenses
   
(944,043
)
Total Investment Income Allocated from Partners Group Private Equity (Master Fund), LLC
   
720,220
 
         
Net Investment Income
   
574,479
 
         
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
   
1,370,212
 
Net realized gain distributions from primary and secondary investments
   
3,105,698
 
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
2,863,231
 
         
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
   
7,339,141
 
         
Adviser's Incentive Allocation Allocated from Partners Group Private Equity
(Master Fund), LLC
   
(805,833
)
         
Net Increase in Members' Equity from Operations
 
$
7,107,787
 

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 Statements of Changes in Members’ Equity –
For the Years Ended March 31, 2014 and 2015
 
   
Members’
Equity
 
Members' Equity at March 31, 2013
 
$
12,025,933
 
Capital contributions
   
20,100,000
 
Capital tenders
   
(53,144
)
Net investment income*
   
390,673
 
Net realized gain from investments and forward foreign currency contracts*
   
459,991
 
Net realized gain on foreign currency translation
   
147
 
Net realized gain distributions from primary and secondary investments*
   
1,245,357
 
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation*
   
1,356,047
 
Adviser's Incentive Allocation*
   
(361,274
)
         
Members' Equity at March 31, 2014*
 
$
35,163,730
 
Capital contributions
   
42,056,991
 
Capital tenders
   
(1,210,996
)
Net investment income
   
574,479
 
Net realized gain from investments and forward foreign currency contracts
   
1,370,212
 
Net realized gain distributions from primary and secondary investments
   
3,105,698
 
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
2,863,231
 
Adviser's Incentive Allocation
   
(805,833
)
         
Members' Equity at March 31, 2015
 
$
83,117,512
 
         
Units outstanding at March 31, 2013
   
1,073,144
 
Units sold*
   
1,710,664
 
Units repurchased
   
(4,600
)
Units outstanding at March 31, 2014*
   
2,779,208
 
Units sold*
   
3,192,095
 
Units repurchased
   
(92,500
)
Units outstanding at March 31, 2015*
   
5,878,803
 

* The item includes a correction of an error for the year ended March 31, 2014. Refer to Note 7 in the Notes to Consolidated Financial Statements.

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 Statement of Cash Flows –
For the Year Ended March 31, 2015
 
CASH FLOWS FROM OPERATING ACTIVITIES
   
Net Increase in Members' Equity from Operations
 
$
7,107,787
 
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
   
(40,846,167
)
Net investment income allocated from Partners Group Private Equity (Master Fund), LLC
   
(720,220
)
Net realized gain from investments and forward foreign currency contracts allocated from Partners Group Private Equity (Master Fund), LLC
   
(1,370,212
)
Net realized gain distributions from primary and secondary investments allocated from Partners Group Private Equity (Master Fund), LLC
   
(3,105,698
)
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
   
(2,715,613
)
Adviser's Incentive Allocation allocated from Partners Group Private Equity (Master Fund), LLC
   
805,833
 
Decrease in interest receivable
   
29
 
Increase in prepaid assets
   
(1,947
)
Decrease in accounting and administration fees payable
   
(1,761
)
Decrease in custodian fees payable
   
(400
)
Increase in withholding taxes payable
   
2,891
 
Decrease in other expenses payable
   
(517
)
Net Cash Used in Operating Activities
   
(40,845,995
)
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Members' capital contributions
   
42,056,991
 
Members' capital tenders
   
(1,210,996
)
Net Cash Provided by Financing Activities
   
40,845,995
 
         
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.
5

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

Consolidated Financial Highlights
 
   
Year Ended
March 31,
2015
   
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
 
$
12.6524
(2) 
 
$
11.21
   
$
10.26
(3) 
 
$
10.00
(3)(4)
                                 
INCOME FROM INVESTMENT OPERATIONS:
                               
Net investment income (loss)
   
0.0108
     
0.10
     
0.05
(3) 
   
0.01
(3) 
Net realized and unrealized gain on investments
   
1.4753
     
1.34
*
   
0.90
(3) 
   
0.25
(3) 
                                 
Net Increase in Members' Equity from Operations
   
1.4861
     
1.44
*
   
0.95
(3) 
   
0.26
(3) 
                                 
NET ASSET VALUE, END OF PERIOD
 
$
14.1385
   
$
12.65
*
 
$
11.21
   
$
10.26
(3) 
                                 
TOTAL RETURN (5)
   
11.75
%
   
12.85
%*
   
9.26
%
   
2.60
%(6)
                                 
RATIOS AND SUPPLEMENTAL DATA:
                               
Net Assets, end of period in thousands (000's)
   
83,118
     
35,164
*
   
12,026
     
5,130
 
Net investment income to average net assets, excluding Incentive Allocation
   
0.94
%
   
1.59
%*
   
0.83
%
   
0.35
%(7)
Ratio of gross expenses to average net assets, excluding Incentive Allocation (8)
   
1.79
%
   
2.10
%
   
2.89
%
   
3.92
%(7)(9)
Ratio of expense recoupment (waiver) to
average net assets
   
0.00
%
   
0.28
%*
   
(0.47
)%
   
(1.97
)%
Ratio of net expenses to average net assets, excluding Incentive Allocation (10)
   
1.79
%
   
2.38
%(11)*
   
2.42
%(11)
   
1.95
%(7)(9)
Ratio of Incentive Allocation to average net assets
   
1.32
%
   
1.47
%*
   
1.09
%
   
0.94
%(7)
Portfolio Turnover
   
18.25
%
   
26.84
%*
   
15.47
%
   
8.39
%

* The item includes a correction of an error for the year ended March 31, 2014. Refer to Note 7 in the Notes to the Consolidated Financial Statements.

(1) Selected data for a unit of membership interest outstanding throughout the period.

(2) Effective February 28, 2015, the Fund chose to display a four digit net asset value per unit.

(3) Adjusted for 100 for 1 change in units, effective October 1, 2012.

(4) 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.

(5) 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.

(6) Not annualized.

(7) Annualized.

(8) Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursement by/to the Adviser.

(9) The organizational expenses are not annualized for the ratio calculation.

(10) 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.

(11) 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.
6

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

Notes to Consolidated Financial Statements – March 31, 2015

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”) 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 March 31, 2015, the Fund owned 6.85% of the Interests in the Master Fund.

2. Significant Accounting Policies

The Fund is an investment company. Accordingly, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the 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 Private Equity Fund Investments.

7

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

Notes to Consolidated Financial Statements – March 31, 2015 (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 March 31, 2015, there were no amounts waived or assumed that are subject for recoupment by Adviser.

f. Tax Basis Reporting

Because the Master Fund invests primarily in investments that are treated as partnerships for U.S. federal income tax purposes, the tax character of the Fund’s allocated earnings depends on the tax filings of the Private Equity Investments. Accordingly, the tax bases of these allocated earnings and the related balances are not available as of the reporting date.

g. Income Taxes

For U.S. federal income tax purposes, the Fund is treated as a partnership, and each Member is treated as the owner of its allocated share of the net assets, income, expenses, and the realized and unrealized gains (losses) of the Fund. Accordingly, no U.S. federal, state or local income taxes are paid by the Fund on the income or gains of the Fund since the Members are individually liable for the taxes on their allocated share of such income or gains of the Fund.

The Adviser determines whether a tax position of the Fund is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the 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 March 31, 2015, the tax years from the year 2011 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.

The Fund, through its investment in the Offshore Fund, may be subject to a withholding of U.S. federal tax at a 30% rate on its allocable share of the Master Fund’s U.S.-source dividend income and other U.S.-source fixed or determinable annual or periodic gains, profits, or income as defined in Section 881(a) of the Internal Revenue Code of 1986, as amended, other than most forms of interest income as disclosed on the Consolidated Statement of Assets, Liabilities and Members’ Equity and the Consolidated Statement of Operations.

8

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)

2. Significant Accounting Policies (continued)

h. Cash and Cash Equivalents

Pending investment in the Master Fund, the Fund holds cash and cash equivalents including amounts held in interest bearing deposit accounts. At times, those amounts may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on such accounts.

i. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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.

k. Recently Issued Accounting Pronouncement

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying ASC 946 Financial Services – Investment Companies. Under the modifications, investments in affiliated and private investment funds valued at NAV are no longer included in the fair value hierarchy. ASU 2015-7 is effective for fiscal years beginning on or after December 15, 2015, and interim periods within those annual periods. Early application is permitted. Management is currently evaluating the implications of ASU 2015-7 and its impact on financial statements disclosures.

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 March 31, 2015, there have been no special items or accrued receivables allocated to Members’ capital accounts.

9

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)

5. Subscriptions and Repurchase of Units

Units are generally offered for purchase as of the first day of each calendar month, but may be offered more or less frequently as determined by the Board in its sole discretion.

The Board may, from time to time and in its sole discretion, cause the Fund to repurchase Units from Members pursuant to written tenders by Members at such times and on such terms and conditions as established by the Board. In determining whether the Fund should offer to repurchase Units, the Board considers whether the Master Fund is making a contemporaneous repurchase offer for Interests in the Master Fund, as well as a variety of other operational, business and economic factors. The Adviser anticipates recommending to the Master Fund Board that, under normal circumstances, the Master Fund conduct repurchase offers of no more than 5% of the Master Fund’s net assets quarterly on or about each January 1st, April 1st, July 1st and October 1st. It is anticipated that the Fund will generally conduct repurchase offers contemporaneously with repurchase offers conducted by the Master Fund. A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of Units from a Member at any time prior to the day immediately preceding the first anniversary of the Member’s purchase of such Units.

6. Related Party Transactions and Other

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 year ended March 31, 2015, an Incentive Allocation of $805,833 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 year ended March 31, 2015, the Fund paid $58,001 in administration and accounting fees.

10

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)

7. Correction of an Error

During 2015, the Adviser discovered an error at the Master Fund relating to the overstatement in the valuation of one of the Master Fund’s Secondary Investments included in the prior year financial statements. The error impacted the Fund’s investment in the Master Fund in the amount of $202,498 and also impacted the allocations of income and loss from the Master Fund. See footnote 11 of the Master Fund’s financial statements for a description of the errors at the Master Fund. The Adviser evaluated the impact of the errors at the Fund and concluded that they were not material to the Fund’s 2014 financial statements taken as a whole. However, the Fund’s management elected to revise the 2014 financial statements of the Fund in order to properly present the amounts in the correct period. As the prior period financial statements are not presented herein, an adjustment to the Fund’s members’ equity at March 31, 2014 in the amount of $202,498 has been recorded to reflect the impact of the errors.

The impacted line items which are presented for comparative purposes are presented below as follows:
 
   
Year Ended
March 31, 2014
(As Presented)
   
Year Ended
March 31, 2014
(Revised)
 
Net investment income
 
$
389,782
   
$
390,673
 
Net realized gain from investments and forward foreign currency contracts
 
$
459,986
   
$
459,991
 
Net realized gain distributions from primary and secondary investments
 
$
1,245,303
   
$
1,245,357
 
Net change in accumulated unrealized appreciation on investments, forward
foreign currency contracts and foreign currency translation
 
$
1,581,995
   
$
1,356,047
 
Adviser's Incentive Allocation from April 1, 2013 to March 31, 2014
 
$
(383,774
)
 
$
(361,274
)
Members' Equity at March 31, 2014
 
$
35,366,228
   
$
35,163,730
 
Units Sold
   
1,709,647
     
1,710,664
 

The Fund’s Financial Highlights were impacted by the error as follows:
 
   
Year Ended
March 31, 2014
(As Presented)
   
Year Ended March 31, 2014 (Revised)
 
Net realized and unrealized gain on investments
   
1.42
     
1.34
 
Net Increase in Members’ Equity from Operations
   
1.52
     
1.44
 
Net Asset Value, End of Period
 
$
12.73
   
$
12.65
 
Total Return
   
13.56
%
   
12.85
%
Net Assets, end of period in thousands (000's)
 
$
35,366
   
$
35,164
 
Net investment income to average net assets, excluding Incentive Allocation
   
1.58
%
   
1.59
%
Ratio of expense recoupment (waiver) to average net assets
   
.27
%
   
.28
%
Ratio of net expenses to average net assets, excluding Incentive Allocation
   
2.37
%
   
2.38
%
Ratio of Incentive Allocation to average net assets
   
1.56
%
   
1.47
%
Portfolio Turnover
   
26.77
%
   
26.84
%

Note that the impact of the error on the Financial Highlights ratios has been disclosed in the Fund’s Consolidated Financial Highlights.

11

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)

8. Risk Factors

An investment in the Fund involves significant risks that should be carefully considered prior to investment and should only be considered by persons financially able to maintain their investment and who can afford a loss of a substantial part or all of such investment. The Master Fund invests substantially all of its available capital in Private Equity Investments. These investments are generally restricted securities that are subject to substantial holding periods and are not traded in public markets. As a result, the Master Fund may not be able to resell some of its holdings for extended periods, which may be several years. No guarantee or representation is made that the Fund’s investment objective will be met.

A further discussion of the risks associated with the Fund’s investment in the Master Fund is provided in Note 12 of the Notes to the Master Fund’s consolidated financial statements, the Fund’s Confidential Private Placement Memorandum and the Fund’s Statement of Additional Information.

9. 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.

10. 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.

12

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

Fund Management (Unaudited)

The identity of the members of the Board and brief biographical information as of March 31, 2015 is set forth below. The Fund’s Statement of Additional Information includes additional information about the membership of the Board and is available, without charge, by calling 1-877-748-7209.
 
INDEPENDENT MANAGERS
NAME, ADDRESS AND
YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY MANAGER
NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY MANAGER
James F. Munsell
Year of Birth: 1941
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chairman and Manager
Since Inception
Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP (2001-Present); Senior Managing Director, Brock Capital Group LLC (2008-Present).
5
Robert J. Swieringa
Year of Birth: 1942
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Manager
Since Inception
Professor of Accounting, S.C. Johnson Graduate School of Management at Cornell University (1997-Present); Director, The General Electric Company (2002-Present).
5
INTERESTED MANAGERS AND OFFICERS
NAME, ADDRESS AND
YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY MANAGER
NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY MANAGER
Brooks Lindberg
Year of Birth: 1972
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Manager
Since December 2012
Senior Vice President, Lendio Inc. (2015-Present); Partner, Partners Group (2008-2014); Partners Group (2002-2014); Director, Partners Group (USA) Inc. (2008-2014); Director, Partners Group Real Estate, LLC (2008-2012).
5

13

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

Fund Management (Unaudited) (continued)
 
NAME, ADDRESS AND
YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME
SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY OFFICER
NUMBER OF PORTFOLIOS IN
FUND COMPLEX* OVERSEEN BY OFFICER
Robert M. Collins
Year of Birth: 1976
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
President
Since September 2014
Managing Director, Partners Group (2012-Present); Partners Group (2005-Present); Director, Partners Group (USA) Inc. (2014-Present); Director, Partners Group (USA) Impact (2014-Present).
5
Justin Rindos
Year of Birth: 1984
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chief Financial Officer
Since September 2014
Vice President, Partners Group (2014-Present); Director, Partners Group US Management LLC (2014-Present); Partners Group (2010-Present).
5
Brian Kawakami
Year of Birth: 1950
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chief Compliance Officer
Since December 2013
Partner, Ascendant Compliance Management, Inc. (2009-Present).
5
Oliver Jimenez
Year of Birth: 1972
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Secretary
Since September 2014
Senior Vice President, Partners Group (2014-Present); Chief Compliance Officer, Partners Group (USA) Inc. (2014-Present); Chief Compliance Officer, Platinum Partners (2007-2014).
5

* The Fund Complex consists of the Partners Group Private Equity (Master Fund), LLC, 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.

14

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.

15

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

Other Information (Unaudited) (continued)

Privacy Policy
 
FACTS
WHAT DOES PARTNERS GROUP PRIVATE EQUITY (INSTITUTIONAL TEI), LLC DO WITH YOUR PERSONAL INFORMATION?
Why?
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
    Social Security number
    account balances
    account transactions
    transaction history
    wire transfer instructions
    checking account information
When you are no longer our customer, we continue to share your information as described in this notice.
How?
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Partners Group Private Equity (Institutional TEI), LLC chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information
Does Partners Group Private Equity (Institutional TEI), LLC share?
Can you limit this sharing?
For our everyday business purposes
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
No
For our marketing purposes
to offer our products and services to you
No
We don’t share
For joint marketing with other financial companies
No
We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences
Yes
No
For our affiliates’ everyday business purposes – information about your creditworthiness
No
We don’t share
For our affiliates to market to you
No
We don’t share
For nonaffiliates to market to you
No
We don’t share

Questions?
Call 1-877-748-7209

16

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

Other Information (Unaudited) (continued)

Privacy Policy (continued)
 
What we do
How does Partners Group Private Equity (Institutional TEI), LLC protect my personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Partners Group Private Equity (Institutional TEI), LLC collect my personal information?
We collect your personal information, for example, when you
    open an account
    provide account information
    give us your contact information
    make a wire transfer
    tell us where to send the money
We also collect your information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only
    sharing for affiliates’ everyday business purposes – information about your creditworthiness
    affiliates from using your information to market to you
    sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates
Companies related by common ownership or control. They can be financial and nonfinancial companies.
    Our affiliates include companies with a Partners Group name, such as Partners Group (USA) Inc., investment adviser to the Fund and other funds, and Partners Group AG.
Nonaffiliates
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
    Partners Group Private Equity (Institutional TEI), LLC doesn’t share with nonaffiliates so they can market to you.
Joint marketing
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
    Partners Group Private Equity (Institutional TEI), LLC doesn’t jointly market.
 
17

ssfdsasdfdsfs
 

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

 
Annual Report

For the Year Ended March 31, 2015
 
 



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

Table of Contents
For the Year Ended March 31, 2015

 
Report of Independent Registered Public Accounting Firm
1
Consolidated Schedule of Investments
2-6
Consolidated Statement of Assets, Liabilities and Members' Equity
7
Consolidated Statement of Operations
8
Consolidated Statements of Changes in Members' Equity
9
Consolidated Statement of Cash Flows
10
Consolidated Financial Highlights
11
Notes to Consolidated Financial Statements
12-22
Fund Management
23-24
Other Information
25-28


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

Report of Independent Registered Public Accounting Firm
For the Year Ended March 31, 2015


To the Board of Managers and Members of
Partners Group Private Equity (Master Fund), LLC:

In our opinion, the accompanying consolidated statement of assets, liabilities and members’ equity, including the consolidated schedule of investments, and the related consolidated statements of operations, of changes in members’ equity and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Partners Group Private Equity (Master Fund), LLC (the “Fund”) at March 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its members’ equity for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits of these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at March 31, 2015 by correspondence with the management of Direct Investments and Private Equity Fund Investments or agent banks and the application of alternative auditing procedures where replies had not been received, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Dallas, Texas
June 1, 2015
1

Partners Group Private Equity (Master Fund), LLC
(a Delaware Limited Liability Company)
Consolidated Schedule of Investments –
March 31, 2015


INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL MEMBERS’ EQUITY
Percentages as a percentage of total investments are as follows:
 
 
Private Equity Investments (82.94%)
Direct Investments * (43.33%)
Direct Equity (27.99%)
Investment Type
Geographic
Region b
 
Fair
Value **
 
ACP Viking Co-Investment, LLC a, c
Member interest
North America
 
$
3,188,212
 
Action Holding BV a
Common equity
Western Europe
   
358,972
 
Apollo Overseas Co-Investors (MHE), L.P. a
Limited partnership interest
North America
   
5,246,544
 
Astorg Co-Invest Kerneos, FCPI a, c
Common equity
Western Europe
   
9,330,627
 
ATX Networks Holdings, LLC a, c
Member interest
North America
   
145,530
 
Aurora Products Group, LLC a
Member interest
North America
   
358,062
 
CapitalSpring Finance Company a, c
Common equity
North America
   
587,725
 
Carlyle Retail Turkey Partners, L.P. a, c
Limited partnership interest
South America
   
6,584,477
 
CCM Pharma Debtco Limited a
Common equity
Western Europe
   
2,041,776
 
CD&R Univar Co-Investor, L.P. a, c
Limited partnership interest
North America
   
2,552,703
 
Centauro Co-Investment Fund, L.P. a, c
Limited partnership interest
South America
   
7,314,446
 
CT Holdings (International) Limited a
Common equity
Asia - Pacific
   
4,014,078
 
DLJSAP BookCO, LLC a, c
Member interest
South America
   
661,041
 
EQT Marvin Co-Investment, L.P. a, c
Limited partnership interest
Western Europe
   
1,901,244
 
Eurodrip Co-Investment Fund I, L.P. a, c
Limited partnership interest
Western Europe
   
10,730,133
 
Faster S.p.A. a, c
Common equity
Western Europe
   
14,817,188
 
Fermo Limited a, c
Common equity
Asia - Pacific
   
5,913,971
 
Fermo Limited a, c
Preferred equity
Asia - Pacific
   
2,822,801
 
Gemini Global Holdings Investors, LLC a, c
Member interest
North America
   
4,583,820
 
Genoa Holding Company, Inc. a, c
Common equity
North America
   
22,698,429
 
Globetrotter Investment & Co S.C.A. a, c
Common equity
Western Europe
   
1,295,639
 
Globetrotter Investment & Co S.C.A. a
Preferred equity
Western Europe
   
7,822,560
 
GTS II Cayman Corporation a, c
Common equity
South America
   
2,699,323
 
Hercules Achievement Holdings, Inc./Hercules VB Holdings, Inc. a
Common equity
North America
   
11,000,000
 
Hogan S.ar.l a, c
Common equity
Western Europe
   
1
 
Hogan S.ar.l a, c
Preferred equity
Western Europe
   
961,852
 
Kahuna Holdco Pty Limited a
Common equity
Asia - Pacific
   
795,905
 
KKBS Group Holdings, LLC a, c
Member interest
North America
   
1
 
KKBS Holdings, LLC a, c
Member interest
North America
   
1
 
KKR Matterhorn Co-Invest, L.P. a, c
Limited partnership interest
Western Europe
   
10,916,091
 
KLFS Holdings, L.P. a, c
Limited partnership interest
North America
   
2,888,374
 
Learning Care Group (US), Inc. a, c
Warrants
North America
   
8,179
 
Mauritius (Luxembourg) Investments S.ar.l. a, c
Common equity
Western Europe
   
1,750,166
 
MPH Acquisition Holdco, L.P. a, c
Limited partnership interest
North America
   
32,988,192
 
NDES Holdings, LLC a, c
Member interest
North America
   
3,087,939
 
NTS Holding Corporation, Inc. a, c
Common equity
North America
   
4,046,609
 
Peer I S.A. a, c
Common equity
Western Europe
   
16,493,028
 
QoL meds Holding Company, LLC a, c
Member interest
North America
   
29,951,933
 
R&R Co-Invest FCPR a, c
Common equity
Western Europe
   
14,142,891
 
Sabre Industries, Inc. a, c
Common equity
North America
   
1,282,770
 
S-Evergreen Holding Corp. a, c
Common equity
North America
   
352,304
 

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 –
March 31, 2015 (continued)

 
Private Equity Investments (continued)
Direct Investments * (continued)
Direct Equity (continued)
Investment Type
Geographic
Region b
 
Fair
Value **
 
Silver Lake Sumeru Marlin Co-Invest Fund, L.P. a, c
Limited partnership interest
North America
 
$
3,354,114
 
Snack Parent Corporation a, c
Preferred equity
North America
   
67,716
 
SPH GRD Acquisition Partners, LLC a, c
Member interest
North America
   
14,076,612
 
Spring Topco, Ltd. a, c
Common equity
North America
   
359,789
 
Strategic Partners, Inc. a
Common equity
North America
   
5,373,736
 
Surgery Center Holdings, Inc. a
Warrants
North America
   
90,214
 
Svensk Utbildning Intressenter Holding AB a, c
Common equity
Western Europe
   
276,381
 
Swissport II Co-Invest FCPR a, c
Common equity
Western Europe
   
6,292,159
 
THL Equity Fund VI Investors (BKFS), L.P. a, c
Limited partnership interest
North America
   
14,627,158
 
Valhalla Co-Invest, L.P. a
Limited partnership interest
Western Europe
   
2,049,828
 
Velocity Holdings L.P. a, c
Limited partnership interest
North America
   
1,911,120
 
Velocity Technologies Solutions, Inc. a, c
Common equity
North America
   
11,192,880
 
Virtuoso Lux I SarL a, c
Common equity
Western Europe
   
6,585,506
 
Virtuoso Lux I SarL a, c
Shareholder loan
Western Europe
   
16,604,796
 
WP Mustang Co-Invest-C L.P. a, c
Limited partnership interest
North America
   
8,646,562
 
         
339,844,108
 
 
Direct Debt (15.34%)
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
 
$
11,385,000
 
Ability Network Inc. a
Libor (1.00% floor) + 5.00%
5/16/2021
Senior
North America
   
7,691,875
 
Attendo Care AB a
Euribor (1.25% floor) + 7.00%
   + 3.25% PIK
6/28/2019
Mezzanine
Western Europe
   
7,155,844
 
Attendo Care AB a, c
Euribor (1.25% floor) + 10.25% PIK
6/28/2019
Senior
Western Europe
   
2,693,849
 
ATX Networks Corp. a
12.00% + 2.00% PIK
5/12/2016
Mezzanine
North America
   
1,012,478
 
Beauty Holding Two AG a
Euribor + 5.50% + 6.00% PIK
12/11/2020
Mezzanine
Western Europe
   
7,603,280
 
Biomnis a
7.00% + 7.00% PIK
9/3/2019
Senior
Western Europe
   
2,406,090
 
Biomnis a
6.55% PIK
9/3/2019
Senior
Western Europe
   
2,206,129
 
CapitalSpring Finance Company a
2.00% + 11.25% PIK
10/2/2019
Mezzanine
North America
   
18,034,896
 
CDRH Parent, Inc. a
Libor (1.00% floor) + 8.00%
7/1/2022
Second Lien
North America
   
9,770,000
 
Evergreen ACQC01, L.P. a
10.25%
7/11/2022
Mezzanine
North America
   
6,325,000
 
Global Tel*Link Corporation a
Libor (1.25% floor) + 7.75%
11/23/2020
Second Lien
North America
   
9,913,750
 
Global Tel*Link Corporation a
Libor (1.25% floor) + 3.75%
12/14/2017
Senior
North America
   
3,979,782
 
KACC Acquisition, LLC a
12.00% + 1.00% PIK
6/29/2018
Mezzanine
North America
   
4,373,079
 
Kahuna Bidco Pty Limited a
BBSY + 5.00% + 3.50% PIK
12/31/2016
Mezzanine
Asia - Pacific
   
4,541,861
 
Learning Care Group (US) No. 2, Inc. a
Libor (1.00% floor) + 4.50%
5/5/2021
Senior
North America
   
6,200,909
 
Onex Wizard Acquisition Company II S.C.A. a
Libor (1.00% floor) + 4.25%
3/27/2022
Senior
Western Europe
   
2,401,400
 
Onex Wizard Acquisition Company II S.C.A. a
Euribor (1.00% floor) + 4.25%
3/19/2022
Senior
Western Europe
   
7,872,699
 
Photonis Technologies S.A.S a
Libor (1.00% floor) + 7.50%
9/18/2019
Second Lien
Western Europe
   
8,626,800
 
Sabre Industries, Inc. a
11.00%
8/27/2022
Mezzanine
North America
   
2,479,740
 
Sabre Industries, Inc. a
11.00%
2/22/2019
Mezzanine
North America
   
4,025,388
 
Securitas Direct Holding AB a
Euribor + 3.75% + 6.75% PIK
9/2/2019
Mezzanine
Western Europe
   
6,148,904
 
Ship Luxco 3 S.a.r.l. a
Libor (1.25% floor) + 3.50%
11/29/2019
Senior
Western Europe
   
20,050,000
 
Springer Science+Business Media Deutschland GmbH a
Libor (1.00% floor) + 3.75%
8/14/2020
Senior
Western Europe
   
9,821,944
 
Sun Products Corporation (The) a
Libor (1.25% floor) + 4.25%
3/23/2020
Senior
North America
   
12,614,707
 
TrustHouse Services Group a
Libor (1.25% floor) + 4.50%
4/15/2019
Senior
North America
   
6,994,337
 
             
186,329,741
 
Total Direct Investments (43.33%)
         
$
526,173,849
 
 
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 –
March 31, 2015 (continued)

 
Private Equity Investments (continued)
Secondary Investments* (27.09%)
Geographic
Region b
Fair
Value
 
3i Europartners Vb, L.P. a
Western Europe
 
$
3,737,513
 
3i Growth Capital B, L.P. a, c
Western Europe
   
1,739,514
 
Abingworth Bioventures V Co-Investment Growth Equity Fund, L.P. a, c
Western Europe
   
593,498
 
Abingworth Bioventures V, L.P. a
Western Europe
   
667,903
 
Advent International GPE VI, L.P. a
Western Europe
   
4,536,483
 
Apax Europe VI - A, L.P. a
Western Europe
   
618,092
 
Apax Europe VII - B, L.P. a
Western Europe
   
524,080
 
Apollo Investment Fund IV, L.P. a, c
North America
   
6,219
 
Apollo Investment Fund VI, L.P. a
North America
   
1,137,504
 
Apollo Investment Fund VII, L.P. a
North America
   
683,922
 
Apollo Overseas Partners (Delaware) VII, L.P. a
North America
   
290,919
 
Ares Corporate Opportunities Fund III, L.P. a
North America
   
312,310
 
Bain Capital Fund X, L.P. a
North America
   
30,305,177
 
Bain Capital X Co-Investment Fund, L.P. a
North America
   
1,289,807
 
Baring Asia Private Equity Fund IV, L.P. a
Asia - Pacific
   
550,532
 
BC European Capital IX, L.P. a
Western Europe
   
3,668,574
 
Blackstone Capital Partners V/F, L.P. a
North America
   
3,543,021
 
Blackstone Capital Partners V-S, L.P. a
North America
   
592,701
 
Candover 2005 Fund, L.P. a
Western Europe
   
909,301
 
Carlyle Europe Partners II, L.P. a
Western Europe
   
508,519
 
Carlyle Europe Partners III, L.P. a
Western Europe
   
11,300,082
 
Carlyle Japan International Partners II, L.P. a
Asia - Pacific
   
5,153,503
 
Carlyle Partners IV, L.P. a
North America
   
1,152,490
 
Carlyle Partners V, L.P. a
North America
   
1,107,983
 
Carlyle Partners V/B, L.P. a
North America
   
5,312,948
 
CCP IX LP No. 2 a
Western Europe
   
3,740,734
 
Citigroup Venture Capital International Growth Offshore I, L.P. a
Asia - Pacific
   
48,504
 
Citigroup Venture Capital International Growth Offshore II, L.P. a
Asia - Pacific
   
432,290
 
Citigroup Venture International Growth Partnership II, L.P. a
Asia - Pacific
   
1,298,900
 
Clayton, Dubilier & Rice Fund VII, L.P. a
North America
   
6,340,253
 
Clayton, Dubilier & Rice Fund VIII, L.P. a
North America
   
16,014,028
 
CVC Capital Partners Asia Pacific III, L.P. a
Asia - Pacific
   
3,144,827
 
CVC European Equity Partners Tandem Fund (A), L.P. a
Western Europe
   
278,686
 
CVC European Equity Partners V, L.P. a
Western Europe
   
4,074,752
 
daVinci Japan Real Estate Partners IV, L.P. a, c
Asia - Pacific
   
9,773
 
Duke Street VI US No. 1 Limited Partnership a
Western Europe
   
307,905
 
Fourth Cinven Fund, L.P. a
Western Europe
   
355,968
 
Frazier Healthcare VI, L.P. a
North America
   
1,598,309
 
FS Equity Partners V, L.P. a, c
North America
   
4,391,087
 
Green Equity Investors Side V, L.P. a
North America
   
2,189,120
 
Gryphon Partners 3.5, L.P. a
North America
   
4,003,437
 
Harvest Partners V, L.P. a
North America
   
274,319
 
Hellman & Friedman Capital Partners VI, L.P. a
North America
   
2,409,630
 
Hellman & Friedman Capital Partners VII, L.P. a
North America
   
2,227,496
 
H.I.G. Bayside Debt & LBO Fund II, L.P. a
North America
   
1,009,734
 
Highstar Capital III Prism Fund, L.P. a
North America
   
1,964,553
 
Investcorp Private Equity 2007 Fund, L.P. a
North America
   
3,755,841
 
Investcorp Technology Partners III (Cayman), L.P. a, c
North America
   
2,691,357
 
Irving Place Capital Investors II, L.P. a
North America
   
23,086
 
Irving Place Capital Partners III, L.P. a
North America
   
964,039
 
KKR European Fund III, L.P. a
Western Europe
   
6,596,137
 
Lightyear Fund II, L.P. a, c
North America
   
5,652,044
 
Madison Dearborn Capital Partners V-A and V-B, L.P. a
North America
   
6,700,254
 
Madison Dearborn Capital Partners VI-C, L.P. a
North America
   
1,211,082
 
MidOcean Partners III, L.P. a
North America
   
2,629,028
 
 
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 –
March 31, 2015 (continued)

 
Private Equity Investments (continued)
Secondary Investments* (continued)
Geographic
Region b
 
Fair
Value
 
Montagu III, L.P. a
Western Europe
 
$
258
 
Oak Investment Partners XII, L.P. a
North America
   
1,789,779
 
PAI Europe V-2 FCPR a, c
Western Europe
   
1,779,810
 
Palladium Equity Partners III, L.P. a
North America
   
577,980
 
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
   
4,502,201
 
Pamlico Capital Secondary Fund, L.P. a, c
North America
   
4,432
 
Permira Europe I, L.P. 1B a, c
North America
   
42,684
 
Permira Europe II, L.P. a, c
Western Europe
   
181,226
 
Permira Europe III, L.P. a
Western Europe
   
1,564,297
 
Permira IV Continuing, L.P. 1 a
Western Europe
   
14,903,266
 
Providence Equity Partners IV, L.P. a
North America
   
58,135
 
Providence Equity Partners V, L.P. a
North America
   
534,667
 
Providence Equity Partners VI, L.P. a
North America
   
14,147,768
 
Providence Equity Partners VII-A, L.P. a
North America
   
856,304
 
Riverside Europe Fund IV, L.P. a, c
Western Europe
   
2,450,220
 
Silver Lake Partners II, L.P. a
North America
   
712,928
 
Silver Lake Partners III, L.P. a
North America
   
13,394,295
 
Silver Lake Sumeru Fund, L.P. a
North America
   
359,863
 
Sun Capital Partners V, L.P. a
North America
   
25,654,068
 
TCV VI, L.P. a, c
North America
   
1,173,542
 
TCV VII (A), L.P. a, c
North America
   
11,294,520
 
Terra Firma Capital Partners III, L.P. a, c
Western Europe
   
12,973,013
 
Thomas H. Lee Parallel (DT) Fund VI, L.P. a
North America
   
2,204,379
 
Thomas H. Lee Parallel Fund VI, L.P. a
North America
   
1,985,213
 
TPG Partners V, L.P. a
North America
   
8,708,768
 
TPG Partners VI, L.P. a
North America
   
21,556,263
 
Tudor Ventures III, L.P. a, c
North America
   
4,566,051
 
Warburg Pincus Private Equity IX, L.P. a
North America
   
352,798
 
Warburg Pincus Private Equity X, L.P. a
North America
   
13,951,489
 
Total Secondary Investments (27.09%)
   
$
328,970,784
 
 
Primary Investments* (7.83%)
Geographic
Region b
 
Fair
Value
 
Advent International GPE VII-B, L.P. a, c
North America
 
$
8,988,851
 
Altra Private Equity Fund II, L.P. a, c
South America
   
1,706,724
 
Apollo Investment Fund VIII, L.P. a
North America
   
1,271,273
 
Ares Corporate Opportunities Fund IV, L.P. a
North America
   
6,582,680
 
Avista Capital Partners II, L.P. a
North America
   
1,880,663
 
Avista Capital Partners III, L.P. a
North America
   
6,759,774
 
Bain Capital Europe Fund IV, L.P. a, c
Western Europe
   
268,551
 
Baring Asia Private Equity Fund V, L.P. a
Asia - Pacific
   
3,907,884
 
CapVest Equity Partners III B, L.P. a, c
Western Europe
   
712,242
 
Carlyle Europe Partners IV, L.P. a, c
Western Europe
   
216,027
 
Clayton, Dubilier & Rice Fund IX, L.P. a
North America
   
4,057,979
 
Crescent Mezzanine Partners VIB, L.P. a
North America
   
3,159,188
 
CVC Capital Partners VI (A) L.P. a, c
Western Europe
   
477,047
 
EQT VI (No.1) Limited Partnership a, c
Western Europe
   
3,654,762
 
Genstar Capital Partners VI, L.P. a
North America
   
5,257,226
 
Hony Capital Partners V, L.P. a
Asia - Pacific
   
7,020,167
 
KKR North America Fund XI, L.P. a, c
North America
   
6,722,047
 
Kohlberg TE Investors VII, L.P. a
North America
   
4,383,556
 
Nautic Partners VII-A, L.P. a, c
North America
   
1,807,108
 
 
Private Equity Investments (continued)
Primary Investments* (continued)
Geographic
Region b
 
Fair
Value
 
New Enterprise Associates 14, L.P. a, c
North America
 
$
4,171,123
 
PAI Europe VI-1, L.P. a, c
Western Europe
   
2,285,153
 
Pátria - Brazilian Private Equity Fund IV, L.P. a, c
South America
   
2,338,718
 
PennantPark Credit Opportunities Fund, L.P. a
North America
   
11,744,449
 
Silver Lake Partners IV, L.P. a
North America
   
3,101,754
 
Windjammer Senior Equity Fund IV, L.P. a
North America
   
2,571,015
 
Total Primary Investments (7.83%)
   
$
95,045,961
 
           
Total Private Equity Investments (Cost $792,420,718) (78.25%)
   
$
950,190,594
 

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 Schedule of Investments –
March 31, 2015 (continued)

 
Short-Term Investments (18.12%)
U.S. Government Treasury Obligations (18.12%)
 
Principal
   
Fair
Value
 
U.S. Treasury Bill, 0.000%, 04/09/2015 d
   
30,000,000
   
$
30,000,000
 
U.S. Treasury Bill, 0.010%, 04/30/2015 e
   
30,000,000
     
30,000,241
 
U.S. Treasury Bill, 0.000%, 05/14/2015 d
   
40,000,000
     
40,000,000
 
U.S. Treasury Bill, 0.015%, 06/11/2015 d
   
30,000,000
     
29,998,830
 
U.S. Treasury Bill, 0.015%, 06/25/2015 d
   
30,000,000
     
29,999,100
 
U.S. Treasury Bill, 0.010%, 07/02/2015 d
   
30,000,000
     
29,997,330
 
U.S. Treasury Bill, 0.030%, 07/30/2015 d
   
30,000,000
     
29,995,740
 
Total U.S. Government Treasury Obligations (18.12%)
         
$
219,991,241
 
                 
Total Short-Term Investments (Cost $219,994,524) (18.12%)
         
$
219,991,241
 
                 
Total Investments (Cost $1,012,415,242) (96.37%)
           
1,170,181,835
 
                 
Other Assets in Excess of Liabilities (3.63%)
           
44,127,888
 
                 
Members' Equity (100.00%)
         
$
1,214,309,723
 

* 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 March 31, 2015 was $792,420,718 and $950,190,594, 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.

e Each issue shows the rate of the premium at the time of purchase.

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 Assets, Liabilities and Members’ Equity –
March 31, 2015

 
Assets
   
Private Equity Investments, at fair value (cost $792,420,718)
 
$
950,190,594
 
Short-term investments, at fair value (cost $219,994,524)
   
219,991,241
 
Cash and cash equivalents
   
47,107,391
 
Cash denominated in foreign currencies (cost $2,019,052)
   
618,120
 
Forward foreign currency contracts receivable
   
7,574,698
 
Interest receivable
   
1,083,222
 
Realized gain distributions receivable
   
34,783
 
Investment sales receivable
   
15,500
 
Prepaid assets
   
72,999
 
         
Total Assets
 
$
1,226,688,548
 
         
Liabilities
       
Investment purchases payable
 
$
2,631,739
 
Repurchase amounts payable for tender offers
   
6,215,541
 
Management fee payable
   
2,465,301
 
Professional fees payable
   
689,753
 
Interest expense payable
   
175,140
 
Accounting and administration fees payable
   
143,396
 
Board of Managers' fees payable
   
31,250
 
Custodian fees payable
   
16,688
 
Other payable
   
10,017
 
         
Total Liabilities
 
$
12,378,825
 
         
Commitments and contingencies (See Note 10)
       
         
Members' Equity
 
$
1,214,309,723
 
         
Members' Equity consists of:
       
Members' Equity Paid-in
 
$
859,247,533
 
Accumulated net investment income
   
41,197,357
 
Accumulated net realized gain on investments, forward foreign currency contracts and
foreign currency translation
   
149,825,657
 
Accumulated net unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
164,039,176
 
         
Total Members’ Equity
 
$
1,214,309,723
 

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 Statement of Operations –
For the Year Ended March 31, 2015

 
Investment Income
   
Dividends (net of $163,267 withholding tax)
 
$
9,451,500
 
Interest
   
18,640,895
 
Transaction fee income
   
85,301
 
Other income
   
562,800
 
         
Total Investment Income
   
28,740,496
 
         
Operating Expenses
       
Management fee
   
13,624,811
 
Professional fees
   
917,822
 
Accounting and administration fees
   
548,879
 
Interest expense
   
363,574
 
Insurance expense
   
146,318
 
Custodian fees
   
113,059
 
Board of Managers' fees
   
98,750
 
Other expenses
   
512,140
 
         
Net Expenses
   
16,325,353
 
         
Net Investment Income                                                      
   
12,415,143
 
         
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on
Investments, Forward Foreign Currency Contracts and Foreign Currency
       
Net realized gain from investments
   
10,001,837
 
Net realized gain on forward foreign currency contracts
   
9,680,395
 
Net realized gain distributions from primary and secondary investments
   
54,954,030
 
Net change in accumulated unrealized appreciation (depreciation) on:
       
Investments
   
44,381,817
 
Foreign currency translation
   
(1,009,513
)
Forward foreign currency contracts
   
8,713,169
 
         
Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on
Investments, Forward Foreign Currency Contracts and Foreign Currency
   
126,721,735
 
         
Net Increase in Members' Equity From Operations
 
$
139,136,878
 

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 Statements of Changes in Members’ Equity –
For the Years Ended March 31, 2014 and 2015

 
   
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*
   
(10,336,375
)
   
(64,098,298
)
   
(74,434,673
)
Net investment income*
   
     
18,231,598
     
18,231,598
 
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*
   
     
46,568,213
     
46,568,213
 
                         
Adviser’s Incentive Allocation from April 1, 2013 to
March 31, 2014*
   
11,784,482
     
(11,784,482
)
   
 
                         
Members' Equity at March 31, 2014*
 
$
2,717,146
   
$
944,016,542
   
$
946,733,688
 
                         
Capital contributions
   
     
235,060,762
     
235,060,762
 
Capital tenders
   
(11,616,383
)
   
(95,005,222
)
   
(106,621,605
)
Net investment income
   
     
12,415,143
     
12,415,143
 
Net realized gain from investments
   
     
10,001,837
     
10,001,837
 
Net realized gain on forward foreign currency contracts
   
     
9,680,395
     
9,680,395
 
Net realized gain distributions from primary and
secondary investments
   
     
54,954,030
     
54,954,030
 
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
     
52,085,473
     
52,085,473
 
                         
Adviser’s Incentive Allocation from April 1, 2014 to
March 31, 2015
   
13,915,947
     
(13,915,947
)
   
 
                         
Members' Equity at March 31, 2015
 
$
5,016,710
   
$
1,209,293,013
   
$
1,214,309,723
 

* The item includes a correction of an error for the year ended March 31, 2014. Refer to Note 11 in the Notes to Consolidated Financial Statements.

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 Statement of Cash Flows –
For the Year Ended March 31, 2015

 
CASH FLOWS FROM OPERATING ACTIVITIES
   
Net Increase in Members' Equity from Operations
 
$
139,136,878
 
Adjustments to reconcile Net Increase in Members' Equity from Operations to net cash used in operating activities:
       
Net change in accumulated unrealized appreciation on investments, forward foreign currency contracts and foreign currency translation
   
(52,085,473
)
Net realized gain from investments, forward foreign currency contracts and foreign currency translation
   
(74,636,262
)
Purchases of Private Equity Investments
   
(202,021,375
)
Distributions received from Private Equity Investments
   
163,931,829
 
Sales of common stocks
   
1,409,135
 
Net (purchases) sales of short-term investments
   
(99,999,675
)
Net realized gain on forward foreign currency contracts
   
9,680,395
 
Net realized gain distributions from primary and secondary investments
   
54,954,030
 
Decrease in interest receivable
   
942,891
 
Increase in dividends receivable
   
(34,783
)
Decrease in investment sales receivable
   
7,250
 
Increase in prepaid assets
   
(28,413
)
Decrease in other receivable
   
114,000
 
Decrease in investment purchases payable
   
(45,515,215
)
Increase in management fee payable
   
462,339
 
Increase in professional fees payable
   
231,807
 
Decrease in interest expense payable
   
(117,386
)
Decrease in accounting and administration fees payable
   
(24,813
)
Decrease in Board of Managers' fees payable
   
(13,750
)
Decrease in custodian fees payable
   
(7,075
)
Decrease in other payable
   
(319,787
)
Net Cash Used in Operating Activities
   
(103,933,453
)
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Proceeds from Members' capital contributions
   
235,060,762
 
Distributions for Members' capital tenders
   
(120,706,837
)
Net Cash Provided by Financing Activities
   
114,353,925
 
         
Net change in cash and cash equivalents
   
10,420,472
 
         
Effect of exchange rate changes on cash
   
(1,009,513
)
         
Cash and cash equivalents at beginning of year
   
38,314,552
 
Cash and cash equivalents at End of Year
 
$
47,725,511
 

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)

Consolidated Financial Highlights
 
   
Year Ended March
31, 2015
   
Year Ended March
31, 2014
   
Year Ended March
31, 2013
   
Year Ended March
31, 2012
   
Year Ended March
31, 2011
 
Total Return Before Incentive Allocation (1)
   
13.44
%
   
15.24
%*
   
11.20
%
   
9.11
%
   
11.08
%
                                         
Total Return After Incentive Allocation (1)
   
12.35
%
   
13.92
%*
   
10.21
%
   
8.33
%
   
9.95
%
                                         
RATIOS AND SUPPLEMENTAL DATA:
                                       
Net Assets, end of period in thousands (000's)
 
$
1,214,310
   
$
946,734
*
 
$
657,514
   
$
384,488
   
$
166,326
 
                                         
Net investment income (loss) to average net assets before Incentive Allocation
   
1.15
%
   
2.21
%*
   
1.48
%
   
1.17
%
   
(0.06
)%
Ratio of gross expenses to average net assets, excluding Incentive Allocation (2)
   
1.52
%
   
1.68
%
   
1.65
%
   
1.63
%
   
2.20
%
Incentive Allocation to average net assets
   
1.29
%
   
1.43
%*
   
1.07
%
   
0.86
%
   
1.86
%
Ratio of gross expenses and Incentive Allocation to average net assets (2)
   
2.81
%
   
3.11
%*
   
2.72
%
   
2.49
%
   
4.06
%
Expense waivers to average net assets
   
0.00
%
   
0.00
%
   
0.00
%
   
0.00
%
   
(0.02
)%
Ratio of net expenses and Incentive Allocation to average net assets
   
2.81
%
   
3.11
%*
   
2.72
%
   
2.49
%
   
4.04
%
Ratio of net expenses to average net assets, excluding Incentive Allocation
   
1.52
%
   
1.68
%
   
1.65
%
   
1.63
%
   
2.18
%
                                         
Portfolio Turnover
   
18.25
%
   
26.84
%*
   
15.47
%
   
8.39
%
   
5.71
%

* The item includes a correction of an error for the year ended March 31, 2014. Refer to Note 11 in the Notes to the Consolidated Financial Statements.

(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.

The accompanying notes are an integral part of these Consolidated Financial Statements.
11

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

Notes to Consolidated Financial Statements – March 31, 2015


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” or “Managers”) 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 Master Fund is an investment company. Accordingly, these financial statements have applied the guidance set forth in Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. The following is a summary of significant accounting and reporting policies used in preparing the 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 latest round of 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

12

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


2. Significant Accounting Policies (continued)

b. Valuation of Investments (continued)

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 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 currencies other than the U.S. Dollar 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 March 31, 2015 the Master Fund has 48 investments denominated in Euros, four 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.
13

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


2. Significant Accounting Policies (continued)

e. Forward Foreign Currency Exchange Contracts (continued)

During the year ended March 31, 2015, the Master Fund entered into six long/short forward foreign currency exchange contracts. As disclosed in the Consolidated Statement of Operations, the Master Fund had $9,680,395 in net realized gains, and a $8,713,169 change in net unrealized appreciation on forward foreign currency exchange contracts.

At March 31, 2015, the Master Fund had two outstanding long/short forward foreign currency exchange contract:
   
Contract Amount
 
Unrealized Appreciation (Depreciation)
 
Settlement Date
Currency
Buy
Sell
Value
Counterparty
April 23, 2015
Euro (€)
$53,570,055
€46,200,000
$50,033,355
$3,536,700
Barclays Capital
April 23, 2015
Euro (€)
$60,460,904
€52,100,000
$56,422,906
$4,037,998
Bank of America
 
f. Investment Income

The Master Fund records distributions of cash or in-kind securities from a Private Equity Investment at fair value based on the information contained in distribution notices provided to the Master Fund by the Private Equity Investment 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.

The Master Fund files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Master Fund is subject to examination by U.S. federal, state, local and foreign jurisdictions, where applicable. As of March 31, 2015, the tax years from the year 2011 forward remain subject to examination by the major tax jurisdictions under the statute of limitations.
14

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


2. Significant Accounting Policies (continued)

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, Liabilities and Members’ Equity, 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, Liabilities and Members’ Equity. 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 March 31, 2015:
 
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
$3,536,700
$—
$—
$—
$3,536,700
Bank of America
$4,037,998
$—
$—
$—
$4,037,998

1 Net amount represents the net amount receivable from the counterparty in the event of default.

m. Recently Issued Accounting Pronouncement

In February 2015, FASB issued Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis (Topic 810). ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIE”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIE’s, and provides other updates on guidance regarding consolidation. ASU 2015-02 is effective for fiscal years beginning after December 15, 2016. Management is currently evaluating the implications of ASU 2015-02 and its impact on the financial statements and disclosures.

In April 2015, FASB issued ASU 2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying ASC 946 Financial Services – Investment Companies. Under the modifications, investments in affiliated and private investment funds valued at net asset value are no longer included in the fair value hierarchy. ASU 2015-7 is effective for fiscal years beginning on or after December 15, 2015, and interim periods within those annual periods. Early application is permitted. Management is currently evaluating the implications of ASU 2015-7 and its impact on the financial statements and disclosures.
15

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

Notes to Consolidated Financial Statements – March 31, 2015 (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 March 31, 2015 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
 
$
   
$
   
$
339,844,108
   
$
339,844,108
 
Direct Debt Investments
   
     
     
186,329,741
     
186,329,741
 
Total Direct Investments*
 
$
   
$
   
$
526,173,849
   
$
526,173,849
 
Secondary Investments*
   
     
     
328,970,784
     
328,970,784
 
Primary Investments*
   
     
     
95,045,961
     
95,045,961
 
Short-Term Investments
   
219,991,241
     
     
     
219,991,241
 
Total Investments
 
$
219,991,241
   
$
   
$
950,190,594
   
$
1,170,181,835
 
Other Financial Instruments
 
Forward Foreign Currency Exchange Contracts*
 
$
7,574,688
   
$
   
$
   
$
7,574,688
 
Total Forward Foreign Currency
Exchange Contracts
 
$
7,574,688
   
$
   
$
   
$
7,574,688
 

* Forward Foreign Currency Exchange Contracts are detailed in Note 2.e.

16

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

Notes to Consolidated Financial Statements – March 31, 2015 (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/(loss)
   
Net change in unrealized appreciation/ (depreciation)
   
Gross
purchases
   
Gross
sales
   
Net transfers in
or out of
Level 3
   
Balance as of
March 31, 2015
 
Direct Investments:
                           
Direct Equity Investments
 
$
242,078,103
   
$
3,894,072
   
$
65,344,544
   
$
47,824,095
   
$
(19,296,706
)
 
$
   
$
339,844,108
 
Direct Debt Investments
   
210,660,647
     
2,573,740
     
(11,283,018
)
   
65,891,284
     
(81,512,912
)
   
     
186,329,741
 
Total Direct Investments*
 
$
452,738,750
   
$
6,467,812
   
$
54,061,526
   
$
113,715,379
   
$
(100,809,618
)
 
$
   
$
526,173,849
 
Secondary Investments*
   
353,893,664
     
2,386,926
     
(18,133,979
)
   
47,922,879
     
(57,098,707
)
   
     
328,970,784
 
Primary Investments*
   
52,073,161
     
     
8,613,187
     
40,383,117
     
(6,023,504
)
   
     
95,045,961
 
Total
 
$
858,705,575
**
 
$
8,854,738
   
$
44,540,735
   
$
202,021,375
   
$
(163,931,829
)
 
$
   
$
950,190,594
 

The amount of the net change in unrealized appreciation for the year ended March 31, 2015 relating to investments in Level 3 assets still held at March 31, 2015 is $50,939,874, which is included as a component of net change in accumulated unrealized appreciation on investments on the Consolidated Statement of Operations.

* In the table above: “Direct Investments” are private investments directly into the equity or debt of selected operating companies, often together with the management of the company, “Secondary Investments” are Private Equity Fund Investments acquired in the secondary market, and “Primary Investments’ are Private Equity Fund Investments in newly established private equity partnerships where underlying portfolio companies are not known as of the time of investment.

** The item includes a correction of an error for the year ended March 31, 2014. Refer to Note 11 for further clarification.

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.

17

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

Notes to Consolidated Financial Statements – March 31, 2015 (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 March 31, 2015:
 
Type of Security
 
Fair Value at 3/31/2015
(000’s)
 
Valuation Technique(s)
Unobservable Input
 
Range
(weighted average)
 
Direct Investments:
           
Direct Equity Investments
 
$
317,632
 
Market comparable companies
Enterprise Value to EBITDA multiple
 
4.20 x – 14.23 x (10.50x)
 
     
360
 
Discounted cash flow
Discount factor
 
20.00% – 20.00% (20.00%)
     
2,888
 
Third party valuation
Valuation appraisal
 
n/a – n/a (n/a)
 
     
4,014
 
Price to Earnings multiple
Price to Earnings multiple
 
8.80 x – 8.80 x (8.80x)
 
     
588
 
Market comparable companies
Price to Book ratio
 
1.02 x – 1.02 x (1.02x)
 
     
3,354
 
Market comparable companies
Enterprise Value to Sales multiple
 
2.78 x – 2.78 x (2.78x)
 
     
8
 
Exit price
Recent transaction price
 
n/a - n/a (n/a)
 
     
11,000
 
Recent financing
Recent transaction price
 
n/a - n/a (n/a)
 
Direct Debt Investments
 
$
2,480
 
Market comparable companies
Enterprise Value to EBITDA multiple
 
8.50 x – 8.50 x (8.50x)
 
     
66,527
 
Discounted cash flow
Discount factor
 
10.64% – 14.97% (12.61%)
 
     
107,049
 
Quoted debt
Quoted debt
 
n/a - n/a (n/a)
 
     
10,274
 
Recent financing
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. Each “Allocation Period” is 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.
18

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


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.

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 year ended March 31, 2015 an aggregate Incentive Allocation of $13,915,947 was credited to the Incentive Allocation Account.

Effective January 1, 2015, the Master Fund will pay each Manager a retainer of $35,000 per year. Prior to January 1, 2015, the Master Fund only paid each Manager who was not an “interested person” of the Master Fund, as defined by the 1940 Act (each an “Independent Manager”), a retainer of $35,000 per year. In addition, the Master Fund pays an additional retainer of $10,000 per year to the Chairman of the Board and to the Chairman of the audit committee of the Board, each of whom is an Independent Manager. Each Manager is reimbursed by the Master Fund for all reasonable out-of-pocket expenses incurred in performing his duties.
19

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


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 year ended March 31, 2015, the Master Fund paid $548,879 in administration and accounting fees.

8. Investment Transactions

Total purchases of Private Equity Investments for the year ended March 31, 2015 amounted to $202,021,375. Total distribution proceeds from sale, redemption, or other disposition of Private Equity Investments for the year ended March 31, 2015 amounted to $163,931,829. 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 March 31, 2015.

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 March 31, 2015, the Master Fund had contributed 82.81% or $1,158,711,131 of the total of $1,399,322,272 of its capital commitments to its Private Equity Investments. With respect to its (i) Direct Investments it had contributed $687,428,041 of $674,636,345 in total commitments, (ii) secondary Private Equity Investments it had contributed $381,310,342 of $509,399,116 in total commitments, and (iii) primary Private Equity Investments it had contributed $89,972,747 of $215,286,811 in total commitments, in each case, as of March 31, 2015.
20

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


11. Correction of an Error

During 2015, the Adviser discovered an error relating to the overstatement in the valuation of one of the Fund’s Secondary Investments included in the prior year financial statements. The error impacted the Private Equity Investments by $6,381,225, reduced management fees by $24,616 and resulted in an over allocation of Incentive Allocation to the Adviser of $635,661, and as a result of the allocation, the Master Fund over accrued capital tenders to the Adviser of $640,107. The Adviser evaluated the impact of the errors and concluded that they were not material to the 2014 financial statements taken as a whole. However, the Master Fund’s management elected to revise the 2014 financial statements in order to properly present the amounts in the correct period. As the prior period financial statements are not presented herein, an adjustment to the 2014 members’ equity in the amount of $5,716,503 has been recorded to reflect the impact of the errors.

The impacted line items which are presented for comparative purposes are presented below as follows:
   
Year Ended
March 31, 2014 (As Presented)
   
Year Ended March 31, 2014 (Revised)
 
Capital tenders
 
$
(75,074,780
)
 
$
(74,434,673
)
Net investment income
 
$
18,206,982
   
$
18,231,598
 
Net change in accumulated unrealized appreciation on investments, forward
foreign currency contracts and foreign currency translation
 
$
52,949,438
   
$
46,568,213
 
Adviser's Incentive Allocation from April 1, 2013 to March 31, 2014
 
$
12,420,143
   
$
11,784,482
 
Members' Equity at March 31, 2014
 
$
952,450,190
   
$
946,733,688
 

The Master Fund’s Financial Highlights were impacted by the error as follows:
   
Year Ended
March 31, 2014 (As Presented)
   
Year Ended March 31, 2014 (Revised)
 
Total Return Before Incentive Allocation
   
15.94
%
   
15.24
%
Total Return After Incentive Allocation
   
14.55
%
   
13.92
%
RATIOS AND SUPPLEMENTAL DATA:
               
Net Assets, end of period in thousands (000's)
 
$
952,450
   
$
946,734
 
Net investment income (loss) to average net assets before Incentive Allocation
   
2.20
%
   
2.21
%
Incentive Allocation to average net assets
   
1.50
%
   
1.43
%
Ratio of gross expenses and Incentive Allocation to average net assets
   
3.18
%
   
3.11
%
Ratio of net expenses and Incentive Allocation to average net assets
   
3.18
%
   
3.11
%
Portfolio Turnover
   
26.77
%
   
26.84
%

Note that the impact of the error on the Financial Highlights ratios has been disclosed in the Master Fund’s Consolidated Financial Highlights.
21

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

Notes to Consolidated Financial Statements – March 31, 2015 (continued)


12. 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.

13. 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.
22

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

Fund Management (Unaudited)

The identity of the members of the Board and brief biographical information as of March 31, 2015 is set forth below. The Master Fund’s Statement of Additional Information includes additional information about the membership of the Board and is available, without charge, by calling 1-877-748-7209.
 
INDEPENDENT MANAGERS
NAME, ADDRESS AND YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY MANAGER
NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY MANAGER
James F. Munsell
Year of Birth: 1941
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chairman and Manager
Since Inception
Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP (2001-Present); Senior Managing Director, Brock Capital Group LLC (2008-Present).
5
Robert J. Swieringa
Year of Birth: 1942
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Manager
Since Inception
Professor of Accounting, S.C. Johnson Graduate School of Management at Cornell University (1997-Present); Director, The General Electric Company (2002-Present).
5
INTERESTED MANAGERS AND OFFICERS
NAME, ADDRESS AND YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY MANAGER
NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY MANAGER
Brooks Lindberg
Year of Birth: 1972
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Manager
Since December 2012
Senior Vice President, Lendio Inc. (2015-Present); Partner, Partners Group (2008-2014); Partners Group (2002-2014); Director, Partners Group (USA) Inc. (2008-2014); Director, Partners Group Real Estate, LLC (2008-2012).
5

23

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

Fund Management (Unaudited) (continued)
 
NAME, ADDRESS AND YEAR OF BIRTH
POSITION(S) HELD WITH THE FUND
LENGTH OF TIME SERVED
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER DIRECTORSHIPS HELD BY OFFICER
NUMBER OF PORTFOLIOS IN FUND COMPLEX* OVERSEEN BY OFFICER
Robert M. Collins
Year of Birth: 1976
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
President
Since September 2014
Managing Director, Partners Group (2012-Present); Partners Group (2005-Present); Director, Partners Group (USA) Inc. (2014-Present); Director, Partners Group (USA) Impact (2014-Present).
5
Justin Rindos
Year of Birth: 1984
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chief Financial Officer
Since September 2014
Vice President, Partners Group (2014-Present); Director, Partners Group US Management LLC (2014-Present); Partners Group (2010-Present).
5
Brian Kawakami
Year of Birth: 1950
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Chief Compliance Officer
Since December 2013
Partner, Ascendant Compliance Management, Inc. (2009-Present).
5
Oliver Jimenez
Year of Birth: 1972
c/o Partners Group (USA) Inc.
1114 Avenue of the Americas,
37th Floor
New York, NY 10036
Secretary
Since September 2014
Senior Vice President, Partners Group (2014-Present); Chief Compliance Officer, Partners Group (USA) Inc. (2014-Present); Chief Compliance Officer, Platinum Partners (2007-2014).
5

* The Fund Complex consists of the Partners Group Private Equity (Master Fund), LLC, 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.

24

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.

Approval of Investment Management Agreement

At a meeting of the Board held on December 2, 2014, the Board, including a majority of the Independent Managers, approved by a unanimous vote the continuation of the Investment Management Agreement (the “Agreement”).

In advance of the meeting, the Independent Managers requested and received extensive materials from the Adviser to assist them in considering the approval of the Agreement. The materials provided by the Adviser included detailed comparative information relating to the performance, advisory fees and other expenses of the Master Fund and the Feeder Funds (collectively, the “Funds”).

The Board engaged in a detailed discussion of the materials with management of the Adviser. The Independent Managers then met separately with independent counsel to the Independent Managers for a full review of the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Agreement.

Discussion of Factors Considered

The Board considered, among other things: (1) the nature and quality of the advisory services rendered, including, the complexity of the services provided; (2) the experience and qualifications of the personnel that provide such services; (3) the fee structure and the expense ratios in relation to those of other investment companies having comparable investment policies and limitations; (4) the direct and indirect costs incurred by the Adviser and its affiliates in performing advisory services for the Master Fund, the basis of determining and allocating these costs, and the profitability to the Adviser and its affiliates in performing such services; (5) possible economies of scale arising from any anticipated growth of the Funds and the extent to which these would be passed on to the Funds; (6) other compensation or possible benefits to the Adviser and its affiliates arising from their advisory and other relationships with the Master Fund; (7) possible alternative fee structures or bases for determining fees; (8) the fees charged by the Adviser and other investment advisers, to similar clients and in comparison to industry fees for similar services; and (9) possible conflicts of interest that the Adviser may have with respect to the Funds.

The Board concluded that the nature, extent and quality of the services provided by the Adviser to the Master Fund are appropriate and consistent with the terms of the limited liability company agreement of the Master Fund, that the quality of those services is consistent with industry norms and that the Master Fund benefits from the Adviser’s management of the Master Fund investment program.

The Board noted that the performance of the Master Fund had been positive since inception and had less volatility than the equity markets, as measured by the S&P 500 Index.

The Board also concluded that the Adviser had sufficient personnel with the appropriate education and experience to serve the Master Fund effectively and has demonstrated its continuing ability to attract and retain qualified personnel. The Board noted that the Adviser is part of a larger investment advisory group that advises other funds and individual investors with respect to private equity investments and that relationship may make available to the Master Fund investment opportunities that would not be available to the Master Fund if the Adviser was not the Master Fund’s investment adviser.
25

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

Other Information (Unaudited) (continued)

Approval of Investment Management Agreement (continued)

The Board considered the anticipated costs of the services provided by the Adviser, and the compensation and benefits received by the Adviser in providing services to the Master Fund. The Board also reviewed the servicing fees paid to the Adviser or its affiliates by the Partners Group Private Equity, LLC and Partners Group Private Equity (TEI), LLC. The Board reviewed the financial statements of the Adviser’s parent, considered any direct or indirect revenues that could be received by affiliates of the Adviser, and concluded that the Adviser’s fees and profits derived from its relationship with the Master Fund in light of the Master Fund’s expenses were reasonable in relation to the nature and quality of the services provided, taking into account the fees charged by other advisers for managing comparable funds. The Board also concluded that the overall expense ratios of the Feeder Funds were reasonable, taking into account the size of the Feeder Funds and the quality of services provided by the Adviser.

The Board considered the extent to which economies of scale could be realized and whether fee levels would reflect those economies, noting that as the Master Fund grows, economies of scale would be realized.

The Board considered all factors and no one factor alone was deemed dispositive.

Conclusion

The Board determined that the information presented provided a sufficient basis upon which to approve the Agreement and that the compensation and other terms of the Agreement were in the best interests of the Master Fund and its Members.
26

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

Other Information (unaudited) (continued)

Privacy Policy
 
FACTS
WHAT DOES PARTNERS GROUP PRIVATE EQUITY (MASTER FUND), LLC DO WITH YOUR PERSONAL INFORMATION?
Why?
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
    Social Security number
    account balances
    account transactions
    transaction history
    wire transfer instructions
    checking account information
When you are no longer our customer, we continue to share your information as described in this notice.
How?
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Partners Group Private Equity (Master Fund), LLC chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information
Does Partners Group Private Equity (Master Fund), LLC share?
Can you limit this sharing?
For our everyday business purposes
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes
No
For our marketing purposes
to offer our products and services to you
No
We don’t share
For joint marketing with other financial companies
No
We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences
Yes
No
For our affiliates’ everyday business purposes – information about your creditworthiness
No
We don’t share
For our affiliates to market to you
No
We don’t share
For nonaffiliates to market to you
No
We don’t share

Questions?
Call 1-877-748-7209
 
27

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

Other Information (Unaudited) (continued)

Privacy Policy (continued)
 
What we do
How does Partners Group Private Equity (Master Fund), LLC protect my personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Partners Group Private Equity (Master Fund), LLC collect my personal information?
We collect your personal information, for example, when you
    open an account
    provide account information
    give us your contact information
    make a wire transfer
    tell us where to send the money
We also collect your information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only
    sharing for affiliates’ everyday business purposes – information about your creditworthiness
    affiliates from using your information to market to you
    sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates
Companies related by common ownership or control. They can be financial and nonfinancial companies.
    Our affiliates include companies with a Partners Group name, such as Partners Group
   (USA) Inc., investment adviser to the Fund and other Funds, and Partners Group AG.
Nonaffiliates
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
  Partners Group Private Equity (Master Fund), LLC doesn't share with nonaffiliates so
   they can market to you. 
Joint marketing
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
    Partners Group Private Equity (Master Fund), LLC doesn’t jointly market.
 
28

ITEM 2. CODE OF ETHICS.

     (a)  The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

     (c)  There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

     (d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item 2's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

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

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

     (a)  The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item 4 are $0 for 2014 and $0 for 2015.  The fees listed in Item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.

Audit-Related Fees

     (b)  The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item 4 are $0 for 2014 and $0 for 2015.  The fees listed in Item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.


Tax Fees

     (c)  The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2014 and $0 for 2015.

All Other Fees

     (d)  The  aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than the services  reported in paragraphs (a) through (c) of this Item 4 are $0 for 2014 and $0 for 2015.

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

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

     (e)(2)  The percentage of services described in each of paragraphs (b) through (d) of this Item 4 that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

                        (b) 0%

                        (c) 0%

                        (d) 0%

     (f)  The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were  attributed to work  performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

     (g)  The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the registrant's investment adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2014 and $0 for 2015.

     (h)  The registrant's audit committee of the board of managers has considered whether the provision of non-audit services that were rendered to the registrant's  investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the registrant's investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

The Proxy Voting Policies are attached herewith.

PROXY VOTING POLICY

Partners Group Private Equity (Master Fund), LLC, 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 (the “Funds”) are clients of Partners Group (USA) Inc. (“the “Adviser”).  All proxy voting responsibilities of the Funds are performed by the Adviser, with the assistance of administrator of the Funds.

The Adviser shall vote the proxies appurtenant to all shares of corporate stock or ownership interest owned by each Fund for which it serves as adviser, and the Adviser shall vote said proxies strictly in accordance with the proxy voting policies submitted by that firm to and approved by the board of managers of the Funds.

The Adviser acts as fiduciary in relation to the portfolios of the Funds and any other clients that it may manage in the future and the assets entrusted by them to their management.  Where the assets placed in the Adviser’s care include shares of corporate stock or ownership interest, and except where the client has expressly reserved to itself or another party the duty to vote proxies, it is the Adviser’s duty as a fiduciary to vote all proxies relating to such shares.

The Adviser has an obligation to vote all proxies received from shares of corporate stock or ownership interest owned by its client accounts in the best interests of those clients.  In voting these proxies, the Adviser may not be motivated by, or subordinate the client’s interests to, its own objectives or those of persons or parties unrelated to the client.  The Adviser will exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares owned by its client accounts and received by the Adviser.  The Adviser shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.


In order to carry out its responsibilities in regard to voting proxies, the Adviser must track all shareholder/interest holder meetings convened by companies whose shares are held in the Adviser client accounts, identify all issues presented to shareholder/interest holders at such meetings, formulate a principled position on each such issue and ensure that proxies pertaining to all shares owned in client accounts are voted in accordance with such determinations.

Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act of 1940, as amended, to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.

In addition, the Adviser may engage the services of an independent third party (“Proxy Firm”) to cast proxy votes according to the Adviser’s established guidelines.  The Proxy Firm will promptly notify the Adviser of any proxy issues that do not fall under the guidelines set forth below.  The Adviser does not believe that conflicts of interest will generally arise in connection with its proxy voting policies.

Generally, the Adviser views that proxy proposals can be grouped into six broad categories as follows:

I. Election of Board of Directors

· The Adviser will generally vote in support of management’s nominees for the board of directors; however, the Adviser may choose not to support management’s proposed board if circumstances warrant such consideration.

II. Appointment of Independent Auditors

· The Adviser will support the recommendation of the respective corporation’s board of directors.

III. Issues of Corporate Structure and Shareholder/Interest Holder Rights

· Proposals may originate from either management or shareholder/interest holders, and among other things, may request revisions to the corporate bylaws that will affect shareholder/interest holder ownership rights.  The Adviser does not generally support obstacles erected by corporations to prevent mergers or takeovers with the view that such actions may depress the corporation’s marketplace value.

· The Adviser supports the following types of corporate structure and shareholder/interest holder rights proposals:
o Management proposals for approval of stock/interest repurchase programs; stock splits (including reverse splits).
o Authorization to increase shares outstanding.
o The ability of shareholder/interest holders to vote on shareholder/interest holder rights plans (poison pills).
o Shareholder/interest holder rights to eliminate or remove supermajority provisions.
o Shareholder/interest holders’ rights to call special meetings and to act by written consent.
· the Adviser votes against management on the following items which have potentially substantial financial or best interest impact:

o Capitalization changes that add “blank check” classes of stock or classes that dilute the voting interests of existing shareholder/interest holders which are contrary to the best interest of existing shareholder/interest holders.
o Anti-takeover and related provisions that serve to prevent the majority of shareholder/interest holders from exercising their rights or effectively deter appropriate tender offers and other offers.
o Amendments to bylaws which would require super-majority shareholder/interest holder votes to pass or repeal certain provisions.
o Elimination of shareholder/interest holders’ right to call special meetings.
o Establishment of classified boards of directors.
o Reincorporation in a state which has more stringent anti-takeover and related provisions.
o Shareholder/interest holder rights plans that allow the board of directors to block appropriate offers to shareholder/interest holders or which trigger provisions preventing legitimate offers from proceeding.
o Excessive compensation.
o Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholder/interest holders if triggered.
o Adjournment of meeting to solicit additional votes.
o “Other business as properly comes before the meeting” proposals which extend “blank check” powers to those acting as proxy.
o Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees.


IV. Mergers and Acquisitions

·
The Adviser evaluates mergers and acquisitions on a case-by-case basis.  The Adviser uses its discretion in order to maximize shareholder/interest holder value. The Adviser generally votes as follows:

o Against offers with potentially damaging consequences for minority shareholder/interest holders because of illiquid stock/interest, especially in some non-US markets.
o For offers that concur with index calculators’ treatment and our ability to meet our clients’ return objectives for passive funds.
o For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially lower than the net asset value.

V. Executive and Director Equity-Based Compensation

· The Adviser is generally in favor of properly constructed equity-based compensation arrangements.  The Adviser will support proposals that provide management with the ability to implement compensation arrangements that are both fair and competitive.  However, the Adviser may oppose management proposals that could potentially significantly dilute shareholder/interest holders’ ownership interests in the corporation.

VI. Corporate Social and Policy Issues

· Proposals usually originate from shareholder/interest holders and may require a revision of certain business practices and policies.

· The Adviser believes, however, that typical business matters that directly or indirectly affect corporate profitability are primarily the responsibility of management.  The Adviser believes it is inappropriate to use client assets to address socio-political issues.  Therefore, social and policy issues reflected in shareholder/interest holder proposals should be subject to the approval of the corporation’s board of directors.

Conflicts

From time to time, the Adviser will review a proxy which presents a potential material conflict.  As a fiduciary to its clients, the Adviser takes these potential conflicts very seriously.  While the Adviser’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by the Adviser’s potential conflict, there are a number of courses the Adviser may take.  The final decision about which course to follow shall be made by the Adviser’s proxy committee.


When the matter falls clearly within one of the proposals enumerated above, casting a vote which simply follows the Adviser’s pre-determined policy would eliminate the Adviser’s discretion on the particular issue and hence avoid the conflict.

In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that the Adviser believes more active involvement is necessary, the Adviser may employ the services of a Proxy Firm, wholly independent of the Adviser, and those parties involved in the proxy issue, to determine the appropriate vote.

Second, in certain situations the Adviser’s proxy committee may determine that the employment of a Proxy Firm is unfeasible, impractical or unnecessary.  In such situations, the proxy committee shall make a decision about the voting of the proxy.  The basis for the voting decision, including the basis for the determination that the decision is in the best interests of the Adviser’s clients, shall be formalized in writing.  As stated above, which action is appropriate in any given scenario would be the decision of the proxy committee in carrying out its duty to ensure that the proxies are voted in the clients’, and not the Adviser’s, best interests.

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

(a)(1)   Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

              The following table provides biographical information about the members of the investment committee of Partners Group (USA) Inc. (the "Adviser"), who are primarily responsible for the day-to-day portfolio management of the Partners Group Private Equity (Master Fund), LLC as of June 9, 2015:

Name of Investment Committee Member
Title
Length of Time of Service to the Fund
Business Experience During the Past 5 Years
Role of Investment Committee Member
Robert M. Collins
Managing Director
Since 2014
Managing Director, Partners Group (2012-Present); Partners Group (2005-Present); Director, Partners Group (USA) Inc. (2014-Present); Director, Partners Group (USA) Impact (2014-Present).
Portfolio Management
 

Scott Essex
Managing Director
Since Inception
Managing Director, Partners Group (USA) Inc. (2012-Present); Partners Group (2007-Present); Director, Partners Group (USA) Inc. (2014-Present).
Portfolio Management
Jennifer Haas
Senior Vice President
Since Inception
Senior Vice President, Partners Group (USA) Inc. (2011-Present); Partners Group (2006-Present).
Portfolio Management
David Layton
Managing Director
Since 2011
Managing Director, Partners Group (USA) Inc. (2011-Present); Partners Group (2006-Present); Director, Partners Group (USA) Inc. (2014-Present).
Portfolio Management
Anthony Shontz
Managing Director
Since 2012
Managing Director, Partners Group (USA) Inc. (2015-Present); Partners Group (2007-Present).
Portfolio Management

 (a)(2)  Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

              The following table provides information about portfolios and accounts, other than the Partners Group Private Equity (Master Fund), LLC, for which the members of the investment committee of the Adviser are primarily responsible for the day-to-day portfolio management as of March 31, 2015:

  
Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee:
Number of Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based:
  
Registered investment companies
Other pooled investment vehicles
Other accounts
Registered investment companies
Other pooled investment vehicles
Other accounts
Robert M. Collins
 
Zero accounts
Zero accounts
Zero accounts
 
Zero accounts
Fifteen pooled investment vehicles with a value of $1.197 billion
Six accounts with a value of $867.240 million
Scott Essex
 
Zero accounts
Zero accounts
Zero accounts
 
Zero accounts
Fifteen pooled investment vehicles with a value of $1.197 billion
Six accounts with a value of $867.240 million
 
Jennifer Haas
 
Zero accounts
Zero accounts
Zero accounts
 
Zero accounts
Fifteen pooled investment vehicles with a value of $1.197 billion
Six accounts with a value of $867.240 million
 
David Layton
Zero accounts
Zero accounts
Zero accounts
 
Zero accounts
Fifteen pooled investment vehicles with a value of $1.197 billion
Six accounts with a value of $867.240 million
 
Anthony Shontz
Zero accounts
Zero accounts
Zero accounts
 
Zero accounts
Fifteen pooled investment vehicles with a value of $1.197 billion
Six accounts with a value of $867.240 million
 


Potential Conflicts of Interests

Members of the Portfolio Management Team are involved in the management of other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles.  Members of the Portfolio Management Team may manage separate accounts or other pooled investment vehicles that may have materially higher or different fee arrangements than the Fund and the Master Fund and may also be subject to performance-based fees.  The side-by-side management of these separate accounts and pooled investment vehicles may raise potential conflicts of interest relating to cross trading and the allocation of investment opportunities.

The Adviser has a fiduciary responsibility to manage all client accounts in a fair and equitable manner.  The Adviser seeks to provide best execution of all securities transactions and to allocate investments to client accounts in a fair and reasonable manner.  To this end, the Adviser has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

(a)(3)    Compensation Structure of Portfolio Manager(s) or Management Team Members

The Adviser is a wholly-owned subsidiary of Partners Group Holding AG (“Partners Group Holding”). Partners Group Holding is a stock corporation incorporated under Swiss law. The ownership structure is designed to motivate and retain employees. The firm employs over 750 people and is listed on the SIX Swiss Exchange (symbol: PGHN) with a major ownership by its partners and employees.

The Portfolio Management Team and other employees of the Adviser are compensated with a fixed base salary, which is paid on a monthly basis, additional employee benefits (pension fund, expense allowance, etc.), as well as a regular and/or special bonus, shares and/or options allocated under the Equity Participation Plan (“EPP”) and includes participation in the Management Carry Plan (“MCP”) for the year under review.

To assure strong alignment of interest between clients and shareholders and employees, the regular and/or special bonus, shares and/or options allocated under the EPP and MCP are subject to vesting periods. Any equity or option holder intending to leave the firm has the obligation to render his or her unvested interest back to the company, either in the form of equity shares or options depending upon the extent of ownership interest. As a result, the Adviser believes that members of the Portfolio Management Team have a strong interest to remain with the firm over the long term.


(a)(4)       Disclosure of Securities Ownership

               The following table sets forth the dollar range of equity securities beneficially owned by each member of the investment committee of the Adviser indirectly in Partners Group Private Equity (Institutional TEI), LLC as of March 31, 2015:

Investment
Committee Member
Dollar Range of Fund
Shares Beneficially Owned
Robert M. Collins
None
Scott Essex
None
Jennifer Haas
None
David Layton
None
Anthony Shontz
None

(b)       Not applicable.

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 10.

ITEM 11. CONTROLS AND PROCEDURES.

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

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


ITEM 12. EXHIBITS.

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

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

     (a)(3)   Not applicable.

     (b)       Not applicable.

SIGNATURES

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

(registrant)
Partners Group Private Equity (Institutional TEI), LLC
 
 
By (Signature and Title)*
/s/ Robert M. Collins  
 
Robert M. Collins, President &
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date:
June 9, 2015
 

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 M. Collins  
 
Robert M. Collins, President &
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
     
Date:
June 9, 2015
 
     
By (Signature and Title)*
/s/ Justin Rindos  
 
Justin Rindos, Chief Financial Officer
 
 
(Principal Financial Officer)
 
     
Date:
June 9, 2015
 

* Print the name and title of each signing officer under his or her signature.
EX-99.CODE ETH 2 fp0014622_ex99code.htm
 
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
 
AND SENIOR FINANCIAL OFFICERS
 
Effective Date:  October 22, 2008
 
Revised:  May 27, 2010

I. Covered Officers/Purpose of the Code

This Code of Ethics (the “Code”) for Partners Group Private Equity (Master Fund), LLC, 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 “Funds’ and each, a “Fund”) applies to the Funds’ Principal Executive Office, Principal Financial Officer, and Principal Accounting Officer, if any (the “Covered Officers”) for the purpose of promoting:

· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange commission (“SEC”), and in other public communications made by a Fund;

· compliance with applicable laws and governmental rules and regulations;

· the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

· accountability for adherence to the Code.

Each Covered Officer shall adhere to a high standard of business ethics and shall be sensitive to situations that may give rise to actual or apparent conflicts of interest.

II. Administration of the Code

Administration.  The administration of the Code shall be supervised by the Funds’ Chief Compliance Officer.

Any waivers sought by the Covered Officer must be approved by each Audit Committee of the Funds (collectively, the “Audit Committee”).

III. Managing Conflicts of Interest

Overview.  A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his/her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a family member, receives improper personal benefits as a result of the Covered Officer’s position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “Company Act”), and the Investment Advisers Act of 1940, as amended (the “Advisers Act”).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund.  A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of those provisions.  This Code does not, and is not intended to, repeat or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.


Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between a Fund and its investment adviser, administrator, principal underwriter, pricing and bookkeeping agent and/or transfer agent (each, a “Service Provider”) of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Service Provider and a Fund.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Service Provider and is consistent with the performance by the Covered Officers of their duties as officers of a Fund.  In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions of the Company Act and the Advisers Act.  The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

Each Covered Officer must:

· not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer or an immediate family member would benefit personally to the detriment of a Fund;

· not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer or an immediate family member rather than the benefit of the Fund;1

· not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

· report at least annually his or her affiliations and other relationships on each Fund’s annual Managers and Officers Questionnaire.

There are some conflict of interest situations that must be approved by the Chief Compliance Officer, after consultation with the Chief Legal Officer.  Those situations include, but are not limited to:

· serve as director on the board of any public or private company;

· the receipt during any 12-month period of any gifts in excess of $100 in the aggregate from a third party that does or seeks to do business with the Funds; and

· the receipt of any entertainment from any company with which a Fund has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety.


1
For purposes of this Code, personal trading activity of the Covered Officers shall be monitored in accordance with the Funds Code of Ethics.  Each Covered Officer shall be considered an “Access Person” under such Code.  The term “immediate family” shall have the same meaning as provided in such Code.

IV. Disclosure and Compliance

Each Covered Officer shall:

· be familiar with the disclosure requirements generally applicable to the Funds;
 
· not knowingly misrepresent, or cause others to misrepresent, facts about any Fund to others, whether within or outside the Fund, including to the Fund’s trustees or directors and auditors, and to governmental regulators and self-regulatory organizations;
 
· to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and
 
· promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

V. Reporting and Accountability

Each Covered Officer must:

· upon adoption of the Code (or after becoming a Covered Officer), affirm in writing to the Board that he/she has received, read and understands the Code;
 
· annually affirm to the Board compliance with the requirements of the Code;
 
· not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith;
 
· notify the Chief Compliance Officer promptly if he/she knows of any violation of this Code; and
 
· respond to questionnaires circulated periodically in connection with the preparation of disclosure documents for the Funds.
 
The Chief Compliance Officer shall maintain records of all activities related to this Code.

The Funds will follow the procedures set forth below in investigating and enforcing this Code:

· The Chief Compliance Officer will take all appropriate action to investigate any potential violation reported to him/her;
 
· If, after such investigation, the Chief Compliance Officer determines that no violation has occurred, the Chief Compliance Officer will notify the person(s) reporting the potential violation, and the Chief Compliance Officer will report his/her conclusions to the Audit Committee;
 

· Any matter that the Chief Compliance Officer determines may be a violation will be reported to the Audit Committee;
 
· If the Audit Committee determines that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to the president of the Funds; or a recommendation to sanction or dismiss the Covered Officer;
 
· The Audit Committee will be responsible for granting waivers in its sole discretion;
 
· Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
 
The Chief Compliance Officer shall:
 
· report to the Audit Committee quarterly any approvals provided in     accordance with Section III of this Code; and
 
· report to the Audit Committee quarterly any violations of, or material issues arising under, this Code.
 
VI. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for the purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  Insofar as other polices or procedures of the Funds or the Funds’ Service Providers govern or purport to govern the behavior or activities (including, but not limited to, personal trading activities) of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.  The Funds’ and their investment advisers’ and principal underwriter’s codes of ethics under Rule 17j-1 under the Company Act and any policies and procedures of the Service Providers are separate requirements applicable to the Covered Officers and are not part of this Code.

VII. Amendments

All material amendments to this Code must be approved or ratified by the Board, including a majority of independent directors or trustees.

VIII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.

IX. Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND SENIOR FINANCIAL OFFICERS

I HEREBY CERTIFY THAT:

(1) I have read and I understand the Code of Ethics for Principal Executive and Senior Financial Officers adopted by __________________________________ (the “Code”);

(2) I recognize that I am subject to the Code;

(3) I have complied with the requirements of the Code during the calendar year ending December 31, ____; and

(4) I have reported all violations of the Code required to be reported pursuant to the requirements of the Code during the calendar year ending December 31, ____.

Set forth below are exceptions to items (3) and (4), if any:
 

 

 

 
Name:
    
Date:
    

EX-99.CERT 3 fp0014622_ex99cert.htm
 
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT

I, Robert M. Collins, certify that:

1.     I have reviewed this report on Form N-CSR of Partners Group Private Equity (Institutional TEI), LLC;

2.    Based on my knowledge,  this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made,  not  misleading  with  respect  to the period  covered by this report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial information  included  in this  report,  fairly  present  in all  material respects the financial  condition,  results of operations,  changes in net assets,  and cash  flows (if the  financial  statements  are  required  to include a statement of cash flows) of the  registrant  as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for establishing  and  maintaining  disclosure  controls  and  procedures  (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

      (a)   Designed such disclosure  controls and  procedures,  or caused such disclosure  controls  and  procedures  to  be  designed  under  our supervision,  to ensure that  material  information  relating to the registrant,  including its consolidated subsidiaries,  is made known to us by others  within  those  entities,  particularly  during  the period in which this report is being prepared;

      (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c)   Evaluated the effectiveness of the registrant's  disclosure controls and  procedures and presented in this report our  conclusions  about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

      (d)   Disclosed  in this  report any change in the  registrant's  internal control over  financial  reporting  that occurred  during the 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; and

5.    The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably  likely to adversely affect the  registrant's  ability to record, process, summarize, and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or other  employees  who have a  significant  role in the  registrant's internal control over financial reporting.

Date:
June 9, 2015
  /s/ Robert M. Collins  
     
Robert M. Collins, President & Chief Executive Officer
     
(Principal Executive Officer)
 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT

I, Justin Rindos, certify that:

1.     I have reviewed this report on Form N-CSR of Partners Group Private Equity (Institutional TEI), LLC;

2.    Based on my knowledge,  this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made,  not  misleading  with  respect  to the period  covered by this report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial information  included  in this  report,  fairly  present  in all  material respects the financial  condition,  results of operations,  changes in net assets,  and cash  flows (if the  financial  statements  are  required  to include a statement of cash flows) of the  registrant  as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for establishing  and  maintaining  disclosure  controls  and  procedures  (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

      (a)   Designed such disclosure  controls and  procedures,  or caused such disclosure  controls  and  procedures  to  be  designed  under  our supervision,  to ensure that  material  information  relating to the registrant,  including its consolidated subsidiaries,  is made known to us by others  within  those  entities,  particularly  during  the period in which this report is being prepared;

      (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c)   Evaluated the effectiveness of the registrant's  disclosure controls and  procedures and presented in this report our  conclusions  about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

      (d)   Disclosed  in this  report any change in the  registrant's  internal control over  financial  reporting  that occurred  during the 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; and

5.    The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably  likely to adversely affect the  registrant's  ability to record, process, summarize, and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or other  employees  who have a  significant  role in the  registrant's internal control over financial reporting.

Date:
June 9, 2015
  /s/ Justin Rindos  
     
Justin Rindos, Chief Financial Officer
 
     
(Principal Financial Officer)
 

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