N-CSR 1 idirect_ncsr.htm N-CSR

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 811-22963

 

iDirect Private Markets Fund

(Exact name of registrant as specified in charter)

 

60 East 42nd Street, 26th Floor, New York, NY 10165

(Address of principal executive offices) (Zip code)

 

Kyle Hartley, iCapital Registered Fund Adviser LLC

60 East 42nd Street, 26th Floor, New York, NY 10165

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (646) 214-7277

 

Date of fiscal year end: 3/31

 

Date of reporting period: 3/31/24

 

_____________________________________________________________________________________________

 

 

Item 1. Reports to Stockholders. Incorporated by reference.

 

(COVER PAGE)

 

 

iDirect Private Markets Fund
March 31, 2024

 

Table of Contents

 

Letter to Shareholders (Unaudited) 1
Report of Independent Registered Public Accounting Firm 8
Portfolio Review (Unaudited) 10
Consolidated Portfolio of Investments 11
Consolidated Statement of Assets and Liabilities 13
Consolidated Statement of Operations 14
Consolidated Statements of Changes in Net Assets 15
Consolidated Statement of Cash Flows 16
Consolidated Statements of Financial Highlights 17
Notes to Consolidated Financial Statements 18
Approval of Investment Advisory Agreement (Unaudited) 30
Supplemental Information 32
Privacy Notice 35

 

 

Letter to Shareholders
Annual Report for the iDirect Private Markets Fund (the “Fund”)
Twelve-Month Period Ended March 31, 2024

 

Fund Update

 

In our annual update last year, we introduced the expansion of our deal-by-deal Direct Access concept to include the sourcing of investment opportunities from two additional Core Managers focused on private equity – Vista Equity Partners (“Vista”) and Warburg Pincus.

 

As a reminder, when we considered expanding Direct Access to include other high-quality Core Managers, one goal was to complement KKR’s main focus on larger cap companies. Growth was a natural addition. Warburg Pincus is one of the world’s largest global growth investment firms, investing not only in traditional growth equity, but also in growth buyout deals. Warburg Pincus supports scaled, durable, thriving businesses – it has an extensive track record of investing across company stages, industry sectors, geographies, and market cycles.

 

Another goal was to incorporate an industry-focused Core Manager to complement the multi-sector approaches of KKR and Warburg Pincus. The software industry is one of the largest and fastest growing in the world, playing an increasingly important role in many sectors. By 2026, it is projected that there will be over 106,000 software companies and, if current trends remain, more than 96% of them will be private1. Vista is the largest, longest-tenured, and most active private equity firm dedicated to investing in enterprise software and data companies.

 

This combination of KKR, Vista and Warburg Pincus delivers attractive exposure across buyout, growth buyout, and growth equity investment opportunities, globally. The Core Managers typically invest in companies with enterprise values ranging from $250 million to $5+ billion, diversified across many industries including software, health care, industrials, financial services, consumer, and business services. Together, these three firms have over 1,000 investment professionals located in more than 50 offices around the world.

 

 
1Source: Gartner; Proprietary research as of December 2022.

1

 

Since these changes went effective in June 2023:

 

Each core independent manager has made a $25 million subscription to the Fund.

 

To further strengthen alignment, each core independent manager now owns an 8% equity interest of the Fund’s investment adviser.

 

In order to accelerate portfolio rebalancing, we have been overweighting new investment dollars towards deals alongside Vista and Warburg Pincus. However, we have also participated in every Direct Access opportunity alongside the KKR Americas flagship strategy.

 

This portfolio rebalancing effort is already providing over 50% style exposure to “growth”2 investments as of March 31, 2024, which is a highly differentiated offering in the registered market.

 

Finally, for the applicable period since iCapital Registered Fund Adviser LLC was appointed investment adviser (February 28, 2021) through March 31, 2024, the Class I shares have outperformed the MSCI All Country World Index (“MSCI ACWI”) by over 300 bps on an annualized basis.

 

 
2“Growth” investments represent the combination of the Fund’s “Growth Buyouts” and “Growth Equity” style categories.

2

 

Market Overview

 

The private capital markets are projected to continue growing. Pitchbook anticipates an increase from approximately $15 trillion of AUM as of year-end 2023 to nearly $20 trillion by 20283. This expected growth reflects the broader trend observed over the past decade, where the private capital markets have expanded faster than the public markets. In terms of deal activity, the environment is shifting from a two-year global M&A downturn towards a more cautiously optimistic sentiment, supported by improvements in liquidity and economic conditions.

 

This shift could alleviate some of the recent pressure in various sectors. For example, a decline in technology sector deal values over the past 12 months is enabling proactive investors, such as Vista, to capitalize on these conditions and acquire SaaS-focused companies at attractive valuation multiples. Similarly, with the healthcare sector facing challenges such as elevated operational costs, firms with a global footprint, like Warburg Pincus, are strategically pursuing international opportunities where the expense structure may be more manageable.

 

KKR’s 2023 Family Capital Survey highlights a significant interest in greater exposure to alternative asset classes in 2024, including Private Equity, Private Credit, and Infrastructure4. This dynamic is driven by the desire to capture the return premium associated with private markets and to build wealth in a tax-efficient manner. Private equity in particular emphasizes active management and operational control, which can unlock significant value and potentially deliver higher returns than passive investment strategies.

 

Fund Overview

 

For the twelve months ended March 31, 2024, the Fund generated returns of 13.66% for the Class I shares and 12.96% for the Class A shares, compared to 23.22% for the MSCI ACWI. The Fund’s performance was positively impacted by companies in the Information Technology sector, including one that operates a mobile app platform, and another that supplies equipment used in semi-conductor manufacturing. These positive results were partially offset by a company in the Health Care sector that operates a home and community-based healthcare services platform.

 

 
3Source: Pitchbook; 2Q 2024 Private Capital Path to $20 trillion.

 

4Source: KKR; Loud and Clear - KKR 2023 Family Capital Survey.

3

 

For the applicable period since iCapital Registered Fund Adviser was appointed Adviser (February 28, 2021) through March 31, 2024, the Fund has generated annualized returns of 10.77% for the Class I shares and 10.12% for the Class A shares, compared to 7.67% for the MSCI ACWI.

 

Since inception (July 31, 2015) through March 2024, the Fund has generated annualized returns of 9.64% for the Class I Shares and 8.95% the Class A shares, compared to 9.24% for the MSCI ACWI. Despite this outperformance by the Class I shares, the Fund was historically impacted by high levels of net cash ranging from approximately 30% to 50% of net assets between mid-2016 and mid-2018. With Direct Access in place, the Fund now invests on a deal-by-deal basis which is intended to help mitigate the impact of cash drag.

 

With respect to portfolio diversification as of March 31, 2024, some quantitative metrics include:

 

By Style5 – 46% Buyout, 40% Growth Buyout, 12% Growth Equity, 2% Other

 

By Type6 – 34% Direct Access Investments, 33% Primary Investments, 17% Secondary Investments, 16% Syndicated Co-investments

 

By Geographies5 – 65% Americas, 19% Europe, 16% Asia

 

By Top Sectors5 – 37% Information Technology, 18% Health Care, 12% Industrials, 9% Financials

 

We appreciate your continued partnership and look forward to pursuing the opportunities ahead.

 

 
5By underlying investment value.

 

6By private equity portfolio value.

4

 

NOTES TO PERFORMANCE

 

Returns for Class A and Class I shares are net of fees and based on NAV. Includes reinvestment of dividends and distributions. Returns for periods greater than one year are annualized.

 

Class A shares are subject to a maximum sales load of 3.5%. Class I shares have no sales load.

 

The inception date of both the Fund’s Class A shares (including predecessor feeder fund shares), and Class I shares (as re-classified), is 07/31/2015.

 

The total annual fund expense ratio, gross of any fee waivers or expense reimbursements, is 2.45% for Class A shares and 1.85% for Class I shares as of the most recent Prospectus dated June 20th, 2023, as supplemented. See Prospectus for more information. The performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance data shown above. Investment return and share price will fluctuate, so that shares, when sold, may be worth more or less than their original cost. The returns reflect any expense limitation and reimbursement agreement in place at the time, without which, the performance in certain periods would have been lower or higher. The Fund’s performance, especially for short periods of time, should not be the sole factor in making your investment decision. For the period from the Fund’s inception through May 31, 2016, the returns of Class A shares reflect the performance of the prior feeder fund; and the returns of Class I shares reflect the performance of the Fund prior to its issuance of multiple share classes and reclassification of existing shares. From June 1, 2016 forward, the returns reflect the performance of Class A and Class I shares, respectively, of the iDirect Private Markets Fund (formerly known as the Altegris KKR Commitments Master Fund). As of February 12, 2021, iCapital Registered Fund Adviser LLC (the “Advisor”) is the investment adviser to the Fund. Prior to February 12, 2021, the Fund was managed by a different investment adviser.

 

INDEX DESCRIPTION

 

The index shown is for general market comparisons and is not meant to represent any actual fund. An index is unmanaged and not available for direct investment.

 

MSCI All-Country World Index. MSCI All-Country World Index. The MSCI ACWI captures large and mid-cap representation across 23 Developed Markets (DM) and 24 Emerging Markets (EM) countries*. With 2,840 constituents, the index covers approximately 85% of the global investable equity opportunity set. The index shown is for general market comparisons and is not meant to represent any actual fund. An index is unmanaged and not available for direct investment. Standard deviation is a statistical measure of how consistent returns are over time; a lower standard deviation indicates historically less volatility.

 

RISKS AND IMPORTANT CONSIDERATIONS

 

This material is being provided for informational purposes only. The author’s assessments do not constitute investment research and the views expressed are not intended to be and should not be relied upon as investment advice. The opinions are based on market conditions as of the date of writing and are subject to change without notice.

5

 

Past performance is not indicative of future results. There is no guarantee that any forecasts made will come to pass. There can be no assurance that any investment product or strategy, including diversification, will achieve its objectives, generate profits or avoid losses.

 

It is important to note that all investments carry a certain degree of risk including the possible loss of principal and performance may be affected by different market cycles. Complex or alternative strategies may not be suitable for every investor and the value of a portfolio will fluctuate based on the value of the underlying securities.

 

There are significant differences between public and private equity investments, which include but are not limited to, the fact that public equity investments have a lower barrier to entry. There is also greater access to information about public companies. Private equity investments typically have a longer time horizon than public equity investments before profits, if any, are realized. Public equity investments provide far greater liquidity, whereas private equity investments, like those made by the Fund, are considered highly illiquid.

 

INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE FUND BEFORE INVESTING. THIS AND OTHER IMPORTANT INFORMATION ABOUT THE FUND IS CONTAINED IN THE FUND’S PROSPECTUS, WHICH CAN BE OBTAINED BY CALLING iCAPITAL AT 855.891.0092. THE PROSPECTUS SHOULD BE READ CAREFULLY BEFORE INVESTING. RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND.

 

The discussion of the various risks is not intended to be a complete enumeration or explanation of the risks involved in an investment in the Fund. The Fund should be considered a speculative investment and involves a high degree of risk and may involve loss of capital, up to the entire amount of a shareholder’s investment.

 

The nature of private equity can result in a lack of transparency due to limited information, and the risk of loss is increased due to speculative strategies employed by the Fund, including investing assets in private equity, private credit, early stage and other private investments which may not perform as expected. More importantly, Fund and underlying fund shares will not be listed on any national securities exchange and are subject to restrictions on transferability, thereby making them illiquid.

 

Other risks include, but are not limited to, market risk, concentration risk, and potentially less diversification due to the substantial portion of Fund assets invested in manager-specific private equity. The Fund is also subject to the risks of leverage, higher fees and additional layers of expenses, as well as the potential for greater volatility due to Fund assets invested in a limited number of securities, or a focus on particular sectors and geographical regions.

 

Assets invested in foreign securities exposes the Fund to various geopolitical risks and currency fluctuations typically not applicable in the U.S., and this risk is magnified for emerging markets. The potential for adverse changes in business and tax laws involves tax risk and heightened regulatory scrutiny. The lack of a secondary market for trading private equity subjects the Fund to liquidity risks

6

 

and may result in greater price risk and potential for inaccuracies in determining fair market value of investments held in the portfolio. Investments acquired in reliance on imperfect information increases counterparty risk and liabilities, and anticipated value may not be realized.

 

Investors should be aware that iCapital Markets’ purpose is to provide distribution services to the Fund and that iCapital Markets does not provide services to any investor, including any determination regarding whether an investment in the Fund is in the best interests of, or is suitable for, any investor. Investors should exercise their own judgment and/or consult with a professional adviser to determine whether an investment in the Fund is advisable.

 

This material is provided for informational purposes only and is not intended as, and may not be relied on in any manner as legal, tax or investment advice, a recommendation, or as an offer to sell, a solicitation of an offer to purchase or a recommendation of any interest in any fund or security offered by Institutional Capital Network, Inc. or its affiliates (together “iCapital”). Past performance is not indicative of future results. Alternative investments are complex, speculative investment vehicles and are not suitable for all investors. An investment in an alternative investment entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. The information contained herein is subject to change and is also incomplete. This industry information and its importance is an opinion only and should not be relied upon as the only important information available. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed, and iCapital assumes no liability for the information provided.

 

The Fund is distributed by iCapital Markets, LLC, an SEC-registered broker-dealer and member of FINRA and SIPC and subsidiary of Institutional Capital Network, Inc. (d/b/a iCapital). iCapital Registered Fund Adviser, LLC (the “Adviser”), an affiliate of iCapital Markets, serves as the investment adviser to the Fund. The Adviser is registered as an investment adviser with the Securities and Exchange Commission; these registrations and memberships in no way imply that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein. The Adviser is exempt from registration with the Commodity Futures Trading Commission as a commodity pool operator. The Adviser became investment adviser to the Fund on February 16, 2021. Before February 16, 2021, the Fund was managed by a different investment adviser and StepStone was also the sub-adviser. For detailed information about the Adviser’s services and fees, please read the Prospectus of the Fund, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch.html or call 855.891.0092 to request a copy. iCapital is a registered trademark of Institutional Capital Network, Inc. Additional information is available upon request.

 

© 2024 Institutional Capital Network, Inc. All Rights Reserved.

7

 

(DELOITTE LOGO)

Deloitte & Touche LLP
30 Rockefeller Plaza, 41st Floor
New York, NY 10112-0015
USA

 

Tel: +1 (212) 492 4000
Fax: +1 (212) 489 1687
www.deloitte.com

 

To the shareholders and the Board of Trustees of iDirect Private Markets Fund:

 

Opinion on the Consolidated Financial Statements and Consolidated Financial Highlights

 

We have audited the accompanying consolidated statement of assets and liabilities of iDirect Private Markets Fund (formerly known as iCapital KKR Private Markets Fund) (the “Fund”), including the consolidated portfolio of investments, as of March 31, 2024, the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the five years in the period then ended, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements and consolidated financial highlights present fairly, in all material respects, the consolidated financial position of the Fund as of March 31, 2024, and the results of its consolidated operations and its consolidated cash flows for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended, and the consolidated 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.

 

Basis for Opinion

 

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

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and consolidated financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and consolidated financial highlights. Our audits also included evaluating the accounting principles used and

8

 

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and consolidated financial highlights. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the custodian and underlying fund managers and advisers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

(SIGNATURE)

 

May 30, 2024

 

We have served as the auditor of iDirect Private Markets Fund since 2014.

9

 

iDirect Private Markets Fund
PORTFOLIO REVIEW (Unaudited)
March 31, 2024

 

The table below shows the total returns for iDirect Private Markets Fund and MSCI All Country World Index for the same time periods ended March 31, 2024 (1)

 

        Annualized
    Annualized Annualized Since Inception
  One Year Three Year Five Year July 31, 2015 2
iDirect Private Markets Fund - Class I 13.66% 7.48% 10.12% 9.64%
iDirect Private Markets Fund - Class A 12.96% 6.83% 9.47% 8.95%
iDirect Private Markets Fund - Class A with sales load 3 9.01% 5.56% 8.70% 8.50%
MSCI AC World Index Net 4 23.22% 6.96% 10.92% 9.24%

 

1The Performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your shares, when repurchased, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the repurchases of Fund shares. Per the fee table in the Fund’s June 20, 2023 prospectus, the total annual operating expense are 2.45% and 1.85% for the Fund’s Class A and Class I shares, respectively. For performance information current to the most recent month-end, please call 1-212-994-7333.

 

2The inception date of both the Fund’s Class A shares (including predecessor feeder fund shares), and Class I Shares (as re-classified), is July 31, 2015. The Fund was reorganized as of June 1, 2016 to offer the Class A and Class I shares.

 

3Total return is calculated using the maximum sales load of 3.50%.

 

4The MSCI All Country World Index (ACWI) is a market-cap-weighted global equity index that tracks emerging and developed markets. It currently monitors more than 2,800 large- and mid-cap stocks in 47 countries. The index is unmanaged, is not available for investment and does not incur fees.

 

Comparison of the Change in Value of a $25,000 Investment | July 31, 2015–March 31, 2024
Past performance is not necessarily indicative of future results.

 

(LINE GRAPH)

 

+Initial investment has been adjusted for the maximum sales load of 3.50%.

 

Holdings by Asset Type  % of Net Assets 
Investment Interests:     
Direct Access Co-Investments   32.49%
Primary Investments   31.13%
Secondary Investments   16.52%
Syndicated Co-Investments   15.20%
Equity Investments:     
Preferred Stocks   0.39%
Short-Term Investments   6.20%
Liabilities in Excess of other Assets   (1.93)%
Total   100.00%

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iDirect Private Markets Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS
March 31, 2024

 

                  Initial
   Geographic              Acquisition
   Region  Cost   Fair Value   % of Net Assets   Date
INVESTMENT INTERESTS - 95.73%                     
                      
CO-INVESTMENTS (a) - 47.69%                     
                      
SYNDICATED CO-INVESTMENTS - 15.20%                     
Durational Consumer SPV IV GP, L.P. *  Americas  $2,249,567   $1,906,453    0.26%  2/8/2022
Independence Energy Investors L.P. (b) *  Americas   1,189,487    1,466,013    0.20%  2/26/2018
KKR Atlantic Co-Invest L.P. *  Americas   10,000,000    9,992,197    1.34%  7/22/2022
KKR Banff Co-Invest L.P. *  Americas   10,000,000    22,988,677    3.07%  9/28/2018
KKR Byzantium Infrastructure Co-Invest L.P. *  Europe   6,435,450    8,408,050    1.12%  10/3/2017
KKR Cape Co-Invest L.P. *  Americas   5,000,000    4,988,926    0.67%  11/12/2021
KKR Enterprise Co-Invest AIV B L.P. *  Americas   257,674    257,547    0.03%  7/14/2020
KKR Gamma Co-Invest L.P. *  Americas   2,465,347    2,325,695    0.31%  8/29/2022
KKR Inception Co-Invest, L.P. *  Europe   11,920,252    12,020,796    1.61%  1/3/2023
KKR Olympus Co-Invest, L.P. *  Europe   5,170,423    6,199,038    0.83%  10/18/2022
KKR Pegasus Co-Invest L.P. *  Europe   5,098,500    5,931,835    0.79%  7/7/2022
KKR Renovate Co-Invest L.P. *  Asia   5,000,000    4,883,236    0.65%  3/21/2022
KKR Sigma Co-Invest L.P. *  Europe   7,500,000    11,922,057    1.59%  6/11/2018
KKR Sprint Co-Invest L.P. *  Europe   3,153,447    885,294    0.12%  9/27/2022
LC Sports Pte. Ltd. *  Asia   2,282,797    999,429    0.13%  11/2/2018
Nutraceutical Investco LP *  Americas   1,613,126    847,794    0.11%  7/15/2019
Uno Co-Invest L.P.  Americas   4,950,000    15,840,548    2.12%  6/7/2017
WestCap Hopper 2021 Co-Invest, LLC *  Americas   1,553,047    1,871,498    0.25%  9/23/2021
TOTAL SYNDICATED CO-INVESTMENTS     $85,839,117   $113,735,083    15.20%   
                      
DIRECT ACCESS CO-INVESTMENTS - 32.49%                     
KKR Prosvasi 2022 L.P. *  Global  $50,935,351   $57,345,557    7.67%  10/26/2022
KKR Prosvasi 2022 AIV L.P. (b) *  Americas   6,168,500    6,711,589    0.90%  3/10/2023
Vista Prosvasi 2023, L.P. *  Americas   73,995,022    84,886,347    11.35%  7/20/2023
Warburg Pincus Prosvasi 2023 (Cayman), L.P. *  Global   22,125,474    25,618,887    3.43%  8/9/2023
Warburg Pincus Prosvasi 2023 (E&P), L.P. (b) *  Americas   3,757,834    4,123,298    0.55%  8/9/2023
Warburg Pincus Prosvasi 2023, L.P. *  Global   59,075,593    64,272,533    8.59%  8/9/2023
TOTAL DIRECT ACCESS CO-INVESTMENTS      216,057,774    242,958,211    32.49%   
                      
TOTAL CO-INVESTMENTS      301,896,891    356,693,294    47.69%   
                      
INVESTMENT FUNDS (a) - 47.65%                     
                      
PRIMARY INVESTMENTS - 31.13%                     
Bridge Growth Partners (Parallel), L.P. *  Americas  $623,135   $988,135    0.13%  2/23/2016
KKR Americas Fund XII L.P.  Americas   58,273,706    87,706,241    11.73%  3/31/2017
KKR Asian Fund III L.P.  Asia   48,563,204    75,847,233    10.14%  3/31/2017
KKR European Fund IV L.P.  Europe   2,911,412    3,654,477    0.49%  12/17/2015
KKR European Fund V (USD) SCSp  Europe   27,491,063    32,528,038    4.35%  11/5/2018
KKR Health Care Strategic Growth Fund L.P. *  Americas   12,513,876    16,205,331    2.17%  8/4/2017
KKR Next Generation Technology Growth Fund II SCSp (b) *  Americas   4,956,085    6,695,656    0.90%  7/11/2019
L Catterton Asia 3 LP *  Asia   2,045,247    1,450,543    0.19%  12/4/2018
Oak Hill Capital Partners IV, L.P.  Americas   469,125    424,082    0.06%  3/31/2017
Providence Strategic Growth Europe L.P. (b) *  Europe   1,226,333    1,557,355    0.21%  11/11/2019
RB Equity Fund II-A, L.P. *  Americas   974,355    1,582,545    0.21%  12/3/2018
The Resolute Fund IV, L.P.  Americas   780,673    2,340,926    0.31%  9/28/2018
Warburg Pincus (Callisto) Global Growth (Cayman) 14, L.P.*  Global   347,489    407,624    0.05%  8/25/2023
Warburg Pincus Global Growth 14 (E&P)-1, L.P. *  Global   92,016    95,372    0.01%  8/25/2023
Warburg Pincus Global Growth 14, L.P.  Global   1,355,439    1,345,398    0.18%  8/25/2023
TOTAL PRIMARY INVESTMENTS      162,623,158    232,828,956    31.13%   
                      
SECONDARY INVESTMENTS - 16.52%                     
AEA EXC CF LP *  Americas  $4,644,011   $4,567,876    0.61%  8/11/2022
Bain Capital Empire Holdings, L.P. *  Americas   4,377,604    4,830,056    0.65%  10/28/2022
Charles River Partnership XIII, L.P. *  Americas   29,180    207,208    0.03%  6/29/2018
Eurazeo Capital IV A SCSp *  Europe   2,411,794    2,944,576    0.39%  1/28/2019
Eurazeo Capital IV D SCSp *  Europe   923,029    471,514    0.06%  1/28/2019
Foundation Capital V, L.P. *  Americas   3,410    179,791    0.02%  6/29/2018
Foundation Capital VI, L.P. *  Americas   161,147    250,633    0.03%  6/29/2018
Foundation Capital VII, L.P. *  Americas   418,264    771,632    0.10%  6/29/2018
Foundation Capital VIII, L.P. *  Americas   717,065    5,450,255    0.73%  6/29/2018
GA Continuity Fund I, L.P. *  Americas   4,392,406    5,821,241    0.78%  6/22/2021
Icon Partners V, L.P.  Americas   4,490,808    5,837,633    0.78%  12/22/2021
KKR Asian Fund L.P. *  Asia   1,757,641    (391,858)   -0.05%  12/29/2016

11

 

iDirect Private Markets Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS (Continued)
March 31, 2024

 

                   Initial
   Geographic               Acquisition
   Region   Cost   Fair Value   % of Net Assets   Date
SECONDARY INVESTMENTS (Continued) - 16.52%                       
KKR Asian Fund (Ireland III MIT) I L.P. *  Asia   $1,088,708   $249,125    0.03%  12/29/2016
KKR Asian Fund II Private Investors Offshore, L.P. (c)  Asia    3,326,593    1,533,156    0.21%  9/30/2017
KKR China Growth Fund, L.P.  Asia    6,283,321    1,662,450    0.22%  6/29/2018
KKR European Fund III, Limited Partnership *  Europe    1,623,115    884,303    0.12%  12/31/2015
KKR Gaudi Investors L.P. *  Europe    8,626,190    10,381,326    1.39%  5/4/2017
KKR Indigo Equity Partners A L.P. (b) *  Americas    15,325,118    15,179,174    2.03%  6/8/2022
KKR Lending Partners II L.P. (b)  Americas    1,499,997    616,355    0.08%  3/31/2017
KKR North America Fund XI L.P. (b)  Americas    14,806,827    8,349,011    1.12%  10/29/2015
KKR North America Fund XI (Wave) L.P. (b) *  Americas    1,158,120    96,221    0.01%  10/29/2015
KKR Real Estate Partners Americas II L.P.  Americas    14,050,961    8,852,273    1.18%  5/31/2018
L Catterton VIII Offshore, L.P. (b)  Americas    2,887,020    2,431,946    0.33%  9/27/2019
Lime Rock Partners IV AF, L.P.  Americas    4,836,789    11,362,920    1.52%  6/21/2018
Menlo Ventures X LP *  Americas    2,493,985    87,809    0.01%  12/31/2017
Menlo Ventures XI LP *  Americas    4,951,686    930,453    0.12%  12/31/2017
Pegasus WSJLL Fund, L.P. *  Americas    5,215,416    6,109,663    0.82%  12/14/2021
Pueblo Co-Invest-A LP  Americas    3,092,884    5,718,932    0.77%  6/25/2019
RB Equity Fund I-A LP *  Americas    3,488,714    9,340,854    1.25%  12/31/2018
The Resolute II Continuation Fund, L.P.  Americas    1,551,947    2,256,689    0.30%  8/31/2018
Warburg Pincus XI (Asia), L.P. *  Asia    5,814,790    3,624,390    0.49%  9/30/2017
WP DVT, L.P. *  Americas    2,090,000    2,318,507    0.31%  3/11/2022
Yorktown Energy Partners IX, L.P. (b)  Americas    286,197    163,843    0.02%  9/30/2018
Yorktown Energy Partners VIII, L.P. (b)  Americas    499,983    163,672    0.02%  9/30/2018
Yorktown Energy Partners X, L.P. (b)  Americas    437,278    282,123    0.04%  9/30/2018
TOTAL SECONDARY INVESTMENTS       129,761,998    123,535,752    16.52%   
                       
TOTAL INVESTMENT FUNDS       $292,385,156   $356,364,708    47.65%   
                        
EQUITY INVESTMENTS - 0.39%                       
PREFERRED STOCKS (a) - 0.39%                       
FINANCIAL - 0.27%                       
New York Digital Investment Group, LLC (b,c) *  Americas    2,000,000    2,000,000    0.27%  2/25/2022
                        
INFORMATION TECHNOLOGY - 0.12%                      
InvestX DSF Holdings XXIII LLC (c) *  Americas    2,081,170    876,096    0.12%  2/16/2022
                        
TOTAL PREFERRED STOCKS       $4,081,170   $2,876,096    0.39%   
                        
TOTAL INVESTMENT INTERESTS       $598,363,217   $715,934,098    95.73%   
                        
   Principal
Amount
                   
SHORT-TERM INVESTMENT - 6.20%                       
MONEY MARKET FUND - 6.20%                       
Fidelity Treasury Portfolio - Class I 5.19%^^ (b)  $46,032,521    46,032,521    46,032,521    6.16%   
Fidelity Government Portfolio Institutional Class 5.25% ^^  $330,702    330,702    330,702    0.04%   
TOTAL SHORT-TERM INVESTMENTS       $46,363,223   $46,363,223    6.20%   
                        
TOTAL INVESTMENTS - 101.93% (Cost - $ 644,726,442) (d)            $762,297,321         
LIABILITIES IN EXCESS OF OTHER ASSETS - (1.93%)             (14,433,632)        
NET ASSETS - 100.00%            $747,863,689         

 

*Non-income producing.

 

^^Yield disclosed is the seven day effective yield as of March 31, 2024.

 

(a)Securities restricted to resale represents $715,934,096 or 95.73% of net assets.

 

(b)All or part of these investments are holdings of iDPE Subsidiary, LLC, a wholly-owned subsidiary of the Fund.

 

(c)The fair value of this investment is determined using significant unobservable inputs and is classified as level 3 on the GAAP hierarchy.

 

(d)The fair value of total investments consists of the following regions (excluding short-term investments):

 

   Cost   Fair Value   % of Net Assets 
Americas  $303,778,546   $379,202,364    50.70%
Asia   76,162,301    89,857,704    12.02%
Global   133,931,362    149,085,371    19.93%
Europe   84,491,008    97,788,659    13.08%
Total Investments   598,363,217    715,934,098    95.73%

12

 

iDirect Private Markets Fund
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
March 31, 2024

 

ASSETS     
Investments:     
Investments at fair value (cost $644,726,442)  $762,297,321 
Cash (1)   15,504,640 
Interest Income receivable   168,143 
Prepaid expenses and other assets   35,493 
TOTAL ASSETS  $778,005,597 
      
LIABILITIES     
Payable for Fund shares repurchased  $11,480,365 
Subscriptions received in advance   15,168,497 
Net Deferred tax liability   1,057,407 
Accrued Expenses:     
Service fees payable to related parties   371,178 
Management fee payable to Adviser   1,083,618 
Distribution and Servicing fees payable to Distributor   244,738 
Audit and tax fees   204,528 
Legal fees   368,661 
Line of credit fees payable (2)   2,952 
Directors fees   65,062 
Custody fees   59,631 
Other   35,271 
TOTAL LIABILITIES (3)   30,141,908 
      
NET ASSETS  $747,863,689 
      
Composition of Net Assets:     
Paid-in capital  $603,780,397 
Accumulated earnings   144,083,292 
NET ASSETS  $747,863,689 
      
Class I Shares:     
Net Assets  $422,073,398 
Shares of beneficial interest outstanding [$0 par value]   11,659,347 
Net asset value (Net Assets ÷ Shares Outstanding), offering price and repurchase price per share  $36.20 
      
Class A Shares:     
Net Assets  $325,790,291 
Shares of beneficial interest outstanding [$0 par value]   19,649,917 
Net asset value (Net Assets ÷ Shares Outstanding) and repurchase price per share  $16.58 
Maximum offering price per share (net asset value plus maximum sales load of 3.50%)  $17.18 

 

(1)Includes cash and cash held in escrow

 

(2)Includes amortization of debt issuance costs and commitment fees

 

(3)Commitments and contingencies (See Notes 2 and 7)

 

See accompanying notes to consolidated financial statements.

13

 

iDirect Private Markets Fund
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended March 31, 2024

 

INVESTMENT INCOME     
Dividend distributions from underlying investments  $3,825,345 
Dividend income   2,605,085 
TOTAL INVESTMENT INCOME   6,430,430 
      
EXPENSES     
Management fees   6,130,609 
Distribution and Servicing fees - Class A   1,997,521 
Line of credit fees (1)   846,599 
Legal fees   818,667 
Sub-Accounting and Sub-Transfer Agent fees   534,269 
Administrative services fees   404,217 
Audit and tax fees   241,966 
Trustees fees and expenses   222,500 
Printing and postage expenses   150,008 
Custodian fees   109,805 
Accounting services fees   94,868 
Transfer Agent fees   81,339 
Registration fees   45,548 
Chief Compliance Officer fees   44,924 
Other   64,206 
Tax expense   (1,913,714)
TOTAL EXPENSES   9,873,332 
      
NET INVESTMENT LOSS   (3,442,902)
      
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS     
Capital gain distributions from underlying investments   36,252,692 
Net realized gain/(loss) from investments   (37,224,803)
      
Net change in unrealized appreciation/(depreciation) on investments   88,165,353 
Net change in deferred tax liability   (257,120)
Net change in unrealized appreciation/(depreciation) on investments, net of deferred taxes   87,908,233 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   86,936,122 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $83,493,220 

 

(1)Includes amortization of debt issuance costs and commitment fees

 

See accompanying notes to consolidated financial statements.

14

 

iDirect Private Markets Fund
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Fiscal   For the Fiscal 
   Year Ended   Year Ended 
   March 31, 2024   March 31, 2023 
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS          
Net investment (loss)  $(3,442,902)  $(2,359,398)
Net capital gain distributions from underlying investments   36,252,692    39,856,373 
Net realized gain/(loss) from investments   (37,224,803)   8,580 
Net change in unrealized appreciation/(depreciation) on investments, net of taxes   87,908,233    (71,903,154)
Net increase/(decrease) in net assets resulting from operations   83,493,220    (34,397,599)
           
DISTRIBUTIONS TO INVESTORS          
Class I   (4,750,933)   (27,812,116)
Class A   (4,761,850)   (39,481,252)
Total Distributions to Investors   (9,512,783)   (67,293,368)
           
BENEFICIAL INTEREST TRANSACTIONS          
Proceeds from shares sold          
Class I   164,608,704    84,478,201 
Class A   8,233,420    10,677,483 
Reinvestment of distributions          
Class I   3,415,171    24,112,029 
Class A   4,504,366    37,656,415 
Repurchase of shares          
Class I   (22,179,504(1)   (20,497,072(1)
Class A   (44,623,638)   (22,001,188)
Total Increase in Net Assets from Shares of Beneficial Interest (2)   113,958,519    114,425,868 
           
NET INCREASE IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS   187,938,956    12,734,901 
           
NET ASSETS          
Beginning of Year   559,924,733    547,189,832 
End of Year/Period  $747,863,689   $559,924,733 
           
SHARE ACTIVITY          
Class I:          
Shares Sold   4,830,723    2,395,340 
Shares Reinvested   100,199    706,822 
Shares Repurchased   (637,642)   (621,402)
Net Increase in Shares Outstanding (2)   4,293,280    2,480,760 
           
Class A:          
Shares Sold   532,298    658,970 
Shares Reinvested   288,635    2,387,328 
Shares Repurchased   (2,792,485)   (1,422,880)
Net Increase/(Decrease) in Shares Outstanding (2)   (1,971,552)   1,623,418 

 

(1)Early repurchase fees of $19,251 and $1,440 for the fiscal years ended 3/31/2024 and 3/31/2023, respectively, are netted against the total repurchase of shares.

 

(2)Includes exchanges of shares between Class A and Class I

 

See accompanying notes to consolidated financial statements.

15

 

iDirect Private Markets Fund
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended March 31, 2024

 

CASH FLOWS FROM OPERATING ACTIVITIES     
Net increase in net assets resulting from operations  $83,493,220 
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:     
Purchase of investments  $(189,254,170)
Sales of investments  $2,779,235 
Net sales of short-term investments  $14,013,171 
Net change in unrealized appreciation/depreciation on investments, net of deferred taxes  $(87,908,233)
Return of capital from underlying investments  $46,493,986 
Net realized losses from investments  $37,224,803 
Increase in prepaid expenses and other assets  $(17,192)
Decrease in interest, dividends and distributions receivables  $58,183 
Decrease in current tax payable  $(3,572,239)
Increase in payable due to Adviser  $467,080 
Decrease in service fees payable to related parties  $(12,307)
Increase in distribution and servicing fees payable to Distributor  $49,593 
Decrease in line of credit fees  $(52,835)
Increase in accrued expenses and other liabilities  $324,712 
Net cash used in operating activities   (95,912,993)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Proceeds from Shares issued, net of change in subscriptions received in advance   179,131,764 
Payment of Shares repurchased, net of change in payable for Shares repurchased   (75,377,217)
Distributions paid to shareholders, net of reinvested distributions   (1,593,246)
Proceeds from credit facility   14,000,000 
Repayment of credit facility   (14,000,000)
Net cash provided by financing activities   102,161,301 
      
NET INCREASE IN CASH   6,248,308 
CASH - BEGINNING OF YEAR (1)   9,256,332 
CASH - END OF YEAR (1)  $15,504,640 
      
(1) Includes cash and cash held in escrow.     
SUPPLEMENTAL CASH DISCLOSURE INFORMATION:     
Cash held in Escrow - Beginning of Year  $9,082,600 
Cash held in Escrow - End of Year  $15,254,640 
Income Taxes Paid  $1,658,527 
Interest expense paid  $31,169 
      
SUPPLEMENTAL NON-CASH DISCLOSURE INFORMATION:     
Reinvestment of distributions to shareholders  $7,919,537 
In-kind investment transfer between Investment Funds  $235,302 
Exchanges into Class I (58,301 shares)  $2,039,088 
Exchanges out of Class A (127,010 shares)  $(2,039,088)

 

See accompanying notes to consolidated financial statements.

16

 

iDirect Private Markets Fund
CONSOLIDATED STATEMENTS OF FINANCIAL HIGHLIGHTS

 

Per Unit Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Year End

 

   Class I (1) 
                     
   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   March 31, 2024   March 31, 2023   March 31, 2022   March 31, 2021   March 31, 2020 
Net asset value, beginning of year  $32.31   $38.85   $35.64   $27.05   $29.62 
Gain (Loss) from investment operations:                         
Net investment income/(loss) (3)   (0.09)   (0.03)   0.08    0.45    0.10 
Net realized and unrealized gain/(loss) on investments   4.47    (2.05)   5.50    9.40    (1.54)
Net increase/(decrease) in net assets resulting from operations   4.38    (2.08)   5.58    9.85    (1.44)
Less distributions to Investors from:                         
Net investment income       (1.06)   (0.04)        
Net realized gain on investments   (0.49)   (3.40)   (2.33)   (1.26)   (1.13)
Total distributions   (0.49)   (4.46)   (2.37)   (1.26)   (1.13)
Net asset value, end of year  $36.20   $32.31   $38.85   $35.64   $27.05 
Total Return (4)   13.66%   (5.66)%   15.79%   37.48%   (5.13)%
Net assets, end of year (000s)  $422,073   $238,016   $189,800   $141,353   $107,528 
Ratios/Supplemental Data:                         
Ratio of gross expenses to average net assets (5,6)   1.17% (9)   1.75%   2.25%   1.74% (7)   2.03%
Ratio of net expenses to average net assets (6)   1.17% (9)   1.75%   2.25%   1.74% (7)   2.11% (8)
Ratio of net investment income/(loss) to average net assets   (0.25)%   (0.08)%   0.21%   1.54%   (0.36)%
Portfolio Turnover Rate (10)   0%   0%   0%   0%   0%
                          
                          
   Class A (2) 
                     
   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   March 31, 2024   March 31, 2023   March 31, 2022   March 31, 2021   March 31, 2020 
Net asset value, beginning of year  $14.89   $17.87   $16.49   $12.59   $13.86 
Gain (Loss) from investment operations:                         
Net investment income/(loss) (3)   (0.12)   (0.10)   (0.08)   0.13    (0.03)
Net realized and unrealized gain/(loss) on investments   2.04    (0.95)   2.55    4.35    (0.71)
Net increase/(decrease) in net assets resulting from operations   1.92    (1.05)   2.47    4.48    (0.74)
Less distributions to Investors from:                         
Net investment income       (0.37)   (0.01)        
Net realized gain on investments   (0.23)   (1.56)   (1.08)   (0.58)   (0.53)
Total distributions   (0.23)   (1.93)   (1.09)   (0.58)   (0.53)
Net asset value, end of year  $16.58   $14.89   $17.87   $16.49   $12.59 
Total Return (4)   12.96%   (6.20)%   15.06%   36.67%   (5.64)%
Net assets, end of year (000s)  $325,790   $321,909   $357,390   $315,874   $261,763 
Ratios/Supplemental Data:                         
Ratio of gross expenses to average net assets (5,6)   1.77% (9)   2.35%   2.85%   2.35% (7)   2.62%
Ratio of net expenses to average net assets (6)   1.77% (9)   2.35%   2.85%   2.35% (7)   2.62% (8)
Ratio of net investment income/(loss) to average net assets   (0.78)%   (0.64)%   (0.45)%   0.94%   (0.20)%
Portfolio Turnover Rate (10)   0%   0%   0%   0%   0%
                          
(1)The Fund commenced operations on July 31, 2015.

 

(2)Class A commenced operation on June 1, 2016.

 

(3)Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year.

 

(4)Total returns shown exclude the effect of applicable sales charges and tender fees and assumes reinvestment of all distributions.

 

(5)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.

 

(6)Expense Ratios do not include the expenses paid on the Investment Interests.

 

(7)The Fund estimates its tax expense on iDPE Subsidiary, LLC, a wholly owned subsidiary. Due to the timing of tax estimates the Fund had a tax overpayment from 2020 that reduced the gross and net expense ratios. Without this reduction the gross and net expenses ratios would have been 1.86% and 2.47% for Class I and A, respectively.

 

(8)The net expense ratio is greater than gross expense ratio due to the expenses recaptured. See Note 4 in the notes to consolidated financial statements.

 

(9)The Fund estimates its tax expense on iDPE Subsidiary, LLC, a wholly owned subsidiary. During the year ended March 31, 2024 the Fund had a change in tax estimate that reduced the gross and net expense ratios. Without this reduction the gross and net expenses ratios would have been 1.45% and 2.05% for Class I and A, respectively.

 

(10)Rate is less than 1%

 

See accompanying notes to consolidated financial statements.

17

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2024

 

1.ORGANIZATION

 

iDirect Private Markets Fund (the “Fund”) (formerly known as iCapital KKR Private Markets Fund) is organized as a Delaware limited liability company that commenced operations on July 31, 2015, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified investment management company. iCapital Registered Fund Adviser LLC (the “Adviser’’ or “iRFA”), an affiliate of Institutional Capital Network, Inc. (“iCapital”), serves as the Fund’s investment adviser. The Fund currently offers two separate classes of shares of beneficial interest, designated Class A and Class I (each, “Shares”) on a continuous basis at the net asset value (“NAV”) per share plus any applicable sales loads. Effective June 12, 2023, the Fund was renamed iDirect Private Markets Fund.

 

The minimum investment for an investor in the Fund is $25,000. Class A shares are offered at NAV plus a maximum sales charge of 3.50% and are subject to an annual distribution and servicing fee payable monthly. Class I shares are sold at NAV without an initial sales charge and are not subject to a distribution or shareholder servicing fees. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each month based upon the relative net assets of each class.

 

The Fund’s investment objective is to seek long-term capital appreciation. The Fund intends to allocate at least 80% of its assets to private equity investment interests of any type (“Investment Interests”). Prior to June 12, 2023, the Fund had a policy to allocate at least 80% of its assets to Investments Interests sponsored or advised by Kohlberg Kravis Roberts & Co. L.P. or an affiliate (collectively, “KKR”) (the “Prior KKR Policy”). The Fund is in the process of transitioning its portfolio away (“Transition Period”) from the Prior KKR Policy in order to allocate substantially all of its assets to Investment Interests sponsored or managed by KKR, Vista Equity Partners Management, LLC or an affiliate (collectively, “Vista”), or Warburg Pincus LLC or an affiliate (collectively, “Warburg Pincus” and with KKR and Vista, the “Core Independent Managers”). Following the transition period, the Fund intends to invest approximately 90% of its total assets in direct access co-investments (“Direct Access Co-Investments”) through or alongside private equity funds sponsored or managed by the Core Independent Managers. Direct Access Co-Investments are sourced from arrangements in which the Fund has the opportunity to invest in a Core Independent Manager’s buyout and growth equity investments globally on a deal-by-deal basis. However, the Fund may at any time determine not to allocate its assets to the Core Independent Managers and, instead, may determine to allocate its assets to Investment Interests not sponsored, advised by, or otherwise linked to, a Core Independent Manager and to mandates and asset classes not representative of private equity.

 

Since the Fund’s inception in 2015, the Fund has operated as a “non-diversified” fund for 1940 Act purposes. Under the 1940 Act, a registered investment company is required to state whether it is diversified or non-diversified for 1940 Act purposes. A “diversified” fund is one whose 5%+ investments comprise no more than 25% of the fund’s total assets; a non-diversified fund is not subject to this 25% limitation. In July 2019, the Fund disclosed in its updated Prospectus that it was a diversified fund based on the Fund administrator looking through the Fund’s underlying fund investments to the portfolio companies held by the underlying funds (the “Look Through Approach”). After further review, the Fund has concluded that the Look Through Approach was not the appropriate methodology to determine whether the Fund is a diversified or non-diversified fund for 1940 Act purposes. As a result, the Fund has revised (and will revise) its disclosure with respect to certain other filings to consistently reflect that the Fund operates as a “non-diversified” fund. Importantly, at all times since the Fund’s inception, the Fund has operated as a non-diversified fund for 1940 Act purposes based on its underlying fund investments.

 

Consolidation of a Subsidiary – The consolidated financial statements of the Fund include iDPE Subsidiary, LLC (“iDPE, LLC”) (formerly known as iKF, LLC), (the “Subsidiary”) a limited liability company and wholly owned subsidiary of the Fund. All intercompany accounts and transactions have been eliminated. As of March 31, 2024, the net assets of iDPE, LLC were $46,603,355, which is 6.23% of the Fund’s consolidated net assets. Effective June 12, 2023, the Subsidiary was renamed iDPE Subsidiary, LLC.

18

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the year then ended. Actual results could differ from those estimates. The Fund qualifies as an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC Topic 946”), and therefore is applying the specialized accounting and reporting guidance in ASC Topic 946.

 

Investment Interests Valuation – The Fund has adopted valuation procedures pursuant to which it will fair value its Co-Investment Opportunities and Investment Funds. These valuation procedures, which have been approved by the Fund’s Board of Trustees (the “Board”), provide that the unaudited valuations determined by the general partner, managing member or affiliated investment adviser of the Investment Interests (the “Investment Managers”) will be reviewed by the Adviser. The Fund will generally rely on such valuations even in instances where an Investment Manager may have a conflict of interest in valuing the securities. Furthermore, the Investment Interests will typically provide the Adviser with estimated NAVs or other valuation information on a quarterly basis, and such data will be subject to revision through the end of each Investment Interest’s annual audit. While such information generally is provided on a quarterly basis, the Fund calculates its NAV and issues shares on a monthly basis.

 

The fair value of the investment in the portfolio is determined at the date of the Consolidated Statement of Assets and Liabilities. The Fund follows the guidance set forth under ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the Fund’s Valuation Designee (the “Valuation Designee”) to perform the Fund’s fair value procedures, under the Board’s general supervision. As the Fund’s Valuation Designee, the Adviser is responsible for the assessment and management of valuation risks, establishment and application of fair value methodologies, testing of fair value methodologies, and overseeing pricing services. The Adviser’s Pricing Committee (the “Pricing Committee”), which is comprised of representatives of the Adviser, meets monthly, or as needed, to determine the value of the Fund’s investments. The Pricing Committee may enlist independent valuation firms to provide third-party valuation consulting services. The Adviser certifies to the Board that the Fund’s valuation policy and procedures are properly followed.

 

The Fund utilizes various methods to measure the fair value of its investments. U.S. GAAP establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC Topic 820, these inputs are summarized below:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market for similar instruments, and fair value is determined through the use of models or other valuation methodologies.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and based on the best information available.

19

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The categorization of Level 2 or Level 3 is based on the significance of the unobservable inputs to the overall valuation. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for investments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement.

 

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following tables summarize the inputs used to value the Fund’s investments by fair value hierarchy as of March 31, 2024:

 

               Investments Valued     
   Level 1   Level 2   Level 3   at NAV *   Total 
Investment Interests                         
Co-Investments                         
Syndicated Co-Investments  $   $   $   $113,735,083   $113,735,083 
Direct Access Co-Investments               242,958,211    242,958,211 
Investment Funds                         
Primary Investments               232,828,956    232,828,956 
Secondary Investments           1,533,156    122,002,596    123,535,752 
Equity Investments                         
Preferred Stock           2,876,096        2,876,096 
Short-Term Investments   46,363,223                46,363,223 
Total Investments:  $46,363,223   $   $4,409,252   $711,524,846   $762,297,321 

 

*Investments valued using NAV as the practical expedient, an indicator of fair value, are listed in a separate column to permit reconciliation to totals presented on the Consolidated Statement of Assets and Liabilities.

 

The following table is a reconciliation of assets in which Level 3 inputs were used in determining value:

 

               Capital gain                 
           Proceeds from   distributions   Change in             
   Beginning       sales and   from   unrealized             
   Balance   Cost of   principal   underlying   appreciation/   Transfers into   Transfers out of   Ending Balance 
   3/31/2023   purchases   paydowns   investments   (depreciation)   Level 3   Level 3   3/31/2024 
Co-Investments Syndicated Co-Investments  $1,488,245   $120,358   $   $   $(760,808)  $   $(847,795)  $ 
Investment Funds Secondary Investments   15,630,175    188,305    (3,042,803)   (562,618)   1,267,393        (11,947,296)   1,533,156 
Equity Investments Preferred Stock   3,099,342                (223,246)           2,876,096 
Total Investments  $20,217,762   $308,663   $(3,042,803)  $(562,618)  $283,339   $   $(12,795,091)  $4,409,252 
                                         

Transfers to and from Level 3 occurred due to an increase/decrease in the significance of an unobservable input to the estimate of fair value as of and during the year ended March 31, 2024 due to timing of the investment interests’ net asset value or to fund liquidation.

20

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

The following table is a summary of the valuation techniques and unobservable inputs used in the fair value measurements as of March 31, 2024:

 

   Fair Value as of         Single Input or Range
Investment Type  3/31/2024   Valuation Technique(s)  Unobservable Input(s)  of Inputs
Equity Investments  $2,000,000   Cost Method  N/A  N/A
Preferred Stock   876,096   Market Approach  Comparable Transaction Price  $600 per share
Secondary Investments   1,533,156   Adjusted reported investment net asset value  Fair value adjustment*  N/A
Total  $4,409,252          

 

*The significant unobservable input applied to fair value adjusted investments, in part or in whole, is the application of an alpha and beta to a benchmark. The benchmark used is a world market index and the beta is calculated through analysis which is backtested by the Adviser. As of March 31, 2024, the alpha and beta applied were .658% and 37%. An increase of the beta would indicate an increase in the effect of the input to the fair value.

 

The valuation process involved in Level 3 measurements is designed to subject the valuation of the investments to an appropriate level of consistency, oversight and review. The valuation of the Fund’s Level 3 investments relies on evaluations of multiple observable and unobservable inputs including financial and operating data; company specific developments, stock prices, earnings and tax rates; market valuations of comparable companies; analysis of market segments; and model projections. The output of these evaluations is typically reviewed and approved by the Pricing Committee which receives information surrounding their valuation process and, in some circumstances, the valuation analysis.

 

Investments Valued at NAV – ASC Topic 820 permits a reporting entity to measure the fair value of an Investment Interest that does not have a readily determinable fair value based on the NAV per share, or its equivalent, of the Investment Interest as a practical expedient, without further adjustment, unless it is probable that the investment would be sold at a value significantly different than the NAV. If the practical expedient NAV is not as of the reporting entity’s measurement date, then the NAV should be adjusted to reflect any significant events that may change the valuation. In using the NAV as a practical expedient, certain attributes of the investment that may impact its fair value are not considered in measuring fair value.

 

Attributes of those investments include the investment strategies of the investment and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments. The Fund is permitted to invest in alternative investments that do not have a readily determinable fair value and, as such, has elected to use the NAV as calculated on the reporting entity’s measurement date as the fair value of the investment.

 

Adjustments to the NAV provided by the Adviser would be considered if the practical expedient NAV was not as of the Fund’s measurement date; if it was probable that the alternative investment would be sold at a value materially different than the reported expedient NAV; or if it was determined by the Fund’s valuation policies and procedures that the private investment is not being reported at fair value.

21

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

A listing of the Investment Interests held by the Fund and their attributes, as of March 31, 2024, are shown in the table below:

 

          Unfunded   Remaining  Redemption  Notice Period  Redemption
Restrictions
Investment Interests  Investment Strategy  Fair Value   Commitments   Life  Frequency *  (In Days)  Terms **
Syndicated Co-Investments  Investments in operating companies alongside a new fund, which have been syndicated  $113,735,083   $5,354,302   N/A  None  N/A  N/A
Direct Access Co-Investments  Investments in operating companies alongside a new fund, through Direct Access arrangements  $242,958,211   $6,101,269   N/A  None  N/A  N/A
Primary Investments  Investments in newly established blind-pool funds  $232,828,956   $25,891,933   N/A  None  N/A  N/A
Secondary Investments  Investments in assets managed by an existing sponsor  $123,535,752   $21,193,936   N/A  None  N/A  N/A
Equity Investments - Preferred Stock  Investments in operating companies  $2,876,096                 
      $715,934,098   $58,541,440             

 

*The information summarized in the table above represents the general terms for the specified asset class. Individual Investment Interests may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most Investment Interests have the flexibility, as provided for in their constituent documents, to modify and waive such terms.

 

**The investment interests cannot be redeemed. Instead, the nature of the investment interests is that distributions are received through the liquidation of the underlying assets. Distributions from Investment Interests occur at irregular intervals, and the exact timing of distributions from Investment Interests cannot be determined. It is estimated that distributions will occur over the life of the Investment Interests.

 

Unfunded Commitments – As of March 31, 2024, the Fund had total unfunded commitments of $58,541,440 which consisted of $5,354,302 Syndicated Co-Investments, $6,101,269 Direct Access Co-Investments, $25,891,933 Primary Investments and $21,193,936 Secondary Investments. The Fund expects to fulfill these unfunded commitments through the use of cash, liquid investments, future distributions from Investment Funds and line of credit proceeds.

 

Security Transactions and Related Income – Security transactions are accounted for on a trade date basis. Interest income is recognized on an accrual basis. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. The Fund bears all expenses incurred in the course of its operations and expenses are recorded on an accrual basis.

 

The Fund does not invest directly in marketable securities; however, from time to time, the Investment Interests may make distributions of marketable securities to the Fund. Upon receipt, these marketable securities are initially recorded at their fair values at the date of distribution from the Investment Interests. Thereafter, these marketable securities are carried at their estimated fair value, which is the closing price. The net realized gain/(loss) from these securities is recorded in the Consolidated Statement of Operations, if any, represents the difference between the proceeds received from the sale of these marketable securities and the amount at which these marketable securities were initially recorded using the identified cost basis method.

 

Dividends and Distributions to Shareholders – Dividends from net investment income are declared and distributed at least annually and are recorded on ex-dividend date. Distributable net realized capital gains are declared and distributed at least annually. Dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

22

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

Federal Income Taxes – The Fund’s policy is to continue to qualify as a Regulated Investment Company (“RIC”) by complying with the provisions of the Internal Revenue Code that are applicable to RICs and to distribute substantially all of its taxable income and net realized (after reduction for capital loss carryforwards) gains to shareholders. Therefore, no federal income tax provision has been recorded for the Fund.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities in accordance with the FASB ASC 740, Accounting for Uncertainty in Income Taxes. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken on returns filed for open tax year ended September 30, 2021 through September 30, 2023 or expected to be taken in the Fund’s September 30, 2024 tax return. The Fund identifies its major tax jurisdictions as U.S. Federal and foreign jurisdictions where the Fund makes significant investments. However, the Fund is not aware of any uncertain tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

iDPE, LLC, the wholly owned subsidiary of the Fund, is a domestic limited liability company that has elected to be treated as a C Corporation for federal and state income tax purposes. State tax returns are filed in various states in which an economic presence exists. Current state taxes consist of income taxes, franchise taxes, business taxes, excise taxes or gross receipts taxes, depending on the state in which the returns are filed. Income taxes are charged based on apportioned income for each state.

 

iDPE, LLC recognizes deferred income taxes for differences in the basis of assets and liabilities for financial and income tax purposes. Deferred tax assets are recognized for deductible temporary differences, tax credit carryforwards or net operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of the Adviser, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and the rates on the date of enactment.

 

When tax returns are filed, some positions taken may be sustained upon examination by the taxing authorities, while other positions are subject to uncertainty about the merits of the position taken or the amount of the position that would be sustained. The Adviser considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that it believes are more likely than not to occur upon examination by taxing authorities.

 

The Adviser has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. The Fund’s income federal tax returns for the past three years and state tax returns for the past four years are subject to examination by taxing authorities and may change upon examination. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits in operating expense. No interest expense or penalties were recognized during the years ended March 31, 2024 and 2023.

 

The estimated provision for (benefit from) income taxes for the years ended March 31, 2024 and 2023 consist of the following:

 

Current:  2024   2023 
Federal  $   $2,516,380 
State       1,055,858 
        3,572,238 
Deferred:          
Federal   725,403    563,744 
State   332,004    236,543 
    1,057,407    800,287 
Estimated provision for income taxes  $1,057,407   $4,372,525 

 

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes.

23

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

At March 31, 2024 and 2023, components of the estimated deferred tax assets and liabilities are as follows:

 

   2024   2023 
Deferred tax assets:  $379,620   $ 
Deferred tax liabilities:          
Net unrealized gains on investment securities   (1,437,027)   (800,287)
           
Net deferred tax (liabilities)  $(1,057,407)  $(800,287)

 

Total income tax expense/(benefit) (current and deferred) differs from the amount computed by applying the federal statutory income tax rate of 21% to net investment income and realized and unrealized gain/(loss) on investments before taxes as follows:

 

iDPE Subsidiary, LLC  As of March 31, 2024   As of March 31, 2023 
Income taxes at statutory rate  $(1,109,682)  $1,609,775 
State income tax benefit (net of federal benefit)   262,283    1,020,997 
Book to tax period adjustment   1,904,806    1,741,753 
Provision for income taxes  $1,057,407   $4,372,525 

 

Cash and Cash Held in Escrow – Cash consists of monies held at UMB Bank, N.A. Such cash may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Fund. Cash held in escrow represents monies received in advance of the effective date of an Investor’s subscription. The monies are deposited with the Fund’s transfer agent and will be released from escrow on the effective date of the subscription. The transfer agent holds escrow monies at First National Bank of Omaha.

 

Short-Term Investments – Short-term investments represent investments in high quality money market instruments and money market mutual funds and are recorded at NAV per share, which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements.

 

Foreign Currency Translations – All assets and liabilities denominated in foreign currencies are translated into U.S. Dollars based on the rate of exchange of such currencies against U.S. Dollars on the date of valuation. Purchases and sales of securities and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments in the Consolidated Statement of Operations.

 

Indemnification – The Fund indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

 

3.INVESTMENT TRANSACTIONS AND ASSOCIATED RISKS

 

Investment Transactions – For the year ended March 31, 2024, the cost of purchases and proceeds from sales or other disposition of investments excluding short-term investments amounted to $189,254,170 and $2,779,235, respectively.

24

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

Associated Risks – During the normal course of business, the Fund may purchase, sell or hold various investments, which may result in certain risks, the amount of which is not apparent from the financial statements.

 

General Economic and Market Conditions. The value of the Fund’s total net assets should be expected to fluctuate. To the extent that the Fund’s portfolio is concentrated in securities of a single issuer or issuers in a single sector or geographic region, the risk of any investment decision is increased. An Investment Fund’s use of leverage is likely to cause the Fund’s average net assets to appreciate or depreciate at a greater rate than if leverage were not used.

 

The Fund’s portfolio can be significantly impacted by general economic and political conditions, global and domestic market and industry-specific economic conditions. Political developments, cybersecurity attacks, natural disasters, public health crises and other events outside of the Fund’s control can also adversely impact the Fund and its portfolio in material respects. For example, if any of these events occurred it may have an impact on the Fund’s fair value measurements, financing arrangements or its ability to achieve its investment objectives which could have a material impact.

 

Private Equity Investments. Private equity is a common term for investments that are typically made in private or public companies through privately negotiated transactions, and generally involve equity-related finance intended to bring about some kind of change in an operating company (e.g., providing growth capital, recapitalizing a company or financing an acquisition). Private equity funds, often organized as limited partnerships, are the most common vehicles for making private equity investments, although, following the transition period, the Fund intends to invest approximately 90% of its total assets in Direct Access Co-Investments through or alongside Investment Funds sponsored or managed by the Core Independent Managers. The investments held by private equity funds and Direct Access Co-Investments involve the same types of risks associated with an investment in any operating company.

 

However, due to the private nature of these investments, there are no readily available market quotations and the investments tend to be illiquid and highly speculative. Such investments are valued by the Fund at fair value as determined pursuant to the policies and procedures approved by the Board. The value at which the Fund’s investments can be liquidated may differ from the fair value determined by the Fund. Private equity has generally been dependent on the availability of debt or equity financing to fund the acquisitions of their investments. Depending on market conditions, however, the availability of such financing may be reduced dramatically, which may limit the ability of private equity funds to obtain the required financing or may reduce their expected rate of return.

 

Illiquidity of Investment Fund Interests. There is no regular market for interests in Investment Funds, which typically must be sold in privately negotiated transactions. Any such sales would likely require the consent of the applicable Investment Fund and could occur at a discount to the stated NAV. If the Adviser determines to cause the Fund to sell its interests in an Investment Fund, the Fund may be unable to sell such interests quickly, if at all, and could therefore be obligated to continue to hold such interests for an extended period of time.

 

Fees, Expenses, and Incentive Allocations. Investment sponsors who operate Investment Funds in which the Fund invests may receive fees for their services. The fees indirectly borne by the Fund may include a portion of the Investment Funds asset-based fees, incentive allocations, carried interest or fees and operating expenses. These fees are deducted directly from the Investment Funds assets in accordance with their governing documents. Some or all of the Investment Funds in which the Fund invests charge carried interest, incentive fees or allocations based on the Investment Funds’ performance. The Investment Funds in which the Fund invests generally charge a management fee of 2% annually of committed or net invested capital, and approximately 15% to 25% of net profits as a carried interest allocation.

 

Please refer to the Fund’s prospectus and statement of additional information for a full listing of risks associated with investing in the Fund.

25

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

4.INVESTMENT ADVISORY AGREEMENT, TRANSACTIONS WITH RELATED PARTIES AND OTHER FEES

 

The Fund pays the Adviser a monthly fee of 0.075% (0.90% on an annualized basis) of the Fund’s month-end net asset value (the “Management Fee”). The Management Fee is an expense paid out of the Fund’s net assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each month (including any assets in respect of Shares that will be repurchased as of the end of the month). The Management Fee is in addition to the asset-based fees and incentive fees paid by the Investment Funds to the Investment Managers and indirectly borne by investors in the Fund. The Fund incurred $6,130,609 in Management Fees for the year ended March 31, 2024, which is included in the Consolidated Statement of Operations. As of March 31, 2024 the payable due to the Adviser for Management Fees was $1,083,618.

 

As outlined in the Fund’s prospectus, the Adviser has an “Expense Limitation and Reimbursement Agreement” with the Fund through August 1, 2024 (the “Limitation Period”) to limit the amount of “Specified Expenses” (as described herein) borne by the Fund in respect of Class A and Class I shares, for any fiscal year, to an amount not to exceed 0.55% per annum of the Fund’s net assets attributed to Class A and Class I shares, respectively. “Specified Expenses” is defined to include all expenses incurred in the business of the Fund, provided that the following expenses are excluded from the definition of Specified Expenses: (i) the Management Fee and underlying Investment Fund expenses (including contribution requirements for investments, expenses and management fees); (ii) interest expense and any other expenses incurred in connection with the Fund’s credit facility; (iii) expenses incurred in connection with secondary offerings and Co-Investment Opportunities and other investment-related expenses of the Fund; (iv) Distribution and Servicing Fees in respect of any Class of shares; (v) taxes; and (vi) extraordinary expenses including tax expenses. This agreement may be renewed by the mutual agreement of the Adviser and the Fund for successive terms. Unless renewed, this agreement will terminate automatically at the end of the Limitation Period. This agreement will also terminate automatically upon the termination of the investment advisory agreement between the Adviser and the Fund unless a new investment advisory agreement with the Adviser becomes effective upon such termination. To the extent that Specified Expenses in respect of any Class of shares for any month exceed the Expense Cap applicable to a Class of shares (the “Excess Expenses”), the Adviser will pay the Fund for expenses to eliminate such excess.

 

To the extent that the Adviser pays Excess Expenses in respect of a Class of shares, it is permitted to receive reimbursement for any expense amounts previously paid by the Adviser, for a period not to exceed three years from the date in which such expenses were paid by the Adviser on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses in respect of the applicable Class of shares have fallen to a level below the Expense Cap of the Class and the reimbursement amount does not raise the level of Specified Expenses in respect of a Class of shares in the month the reimbursement is being made to a level that exceeds the Expense Cap of the Class. For the year ended March 31, 2024, the Fund did not waive or reimburse excess expenses paid by the Adviser.

 

The Fund has adopted a Distribution and Service Plan Agreement (the “Plan”) for Class A and Class I shares pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Plan, the Fund pays a monthly fee out of the net assets of Class A shares at the annual rate of 0.60% of the aggregate net asset value of the Class A shares, determined and accrued as of the last day of each calendar month (before any repurchase of shares) (the “Distribution and Servicing Fee”).

 

The Distribution and Servicing Fee is paid to iCapital Markets LLC, an affiliate of the Adviser, as the distributor of the shares (the “Distributor”) to provide compensation for ongoing distribution-related activities or services and/or maintenance of the Fund’s shareholder accounts, not otherwise required to be provided by the Adviser. Class I shares are not subject to the Distribution and Servicing Fee. During the year ended March 31, 2024, pursuant to the Plan, Class A shares incurred $1,997,521 in Distribution and Servicing Fees paid to the Distributor, which are included in the Consolidated Statement of Operations. As of March 31, 2024, Distribution and Servicing Fees payable to the Distributor was $244,738.

 

The Fund reimburses the Adviser for certain sub-accounting and sub-transfer agency fees at 0.15% of the net assets of applicable shareholder accounts for the fees payable by the Adviser to identified service providers. During the year ended March 31, 2024, the Fund reimbursed the Adviser $534,269 of sub-accounting and sub-transfer agency fees reimbursed to the Adviser pursuant to this arrangement which are recorded in transfer agent fees in the Consolidated Statement of Operations.

26

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

The Board provides supervision of the affairs of the Fund. The Trustees of the Fund who are not affiliated with the Adviser receive an annual retainer and per meeting fees for regular and special meetings and are reimbursed for out-of-pocket expenses incurred while carrying out their duties as Board members. The Chairperson of the Board and the Audit Committee Chair receive additional annual retainers. The Trustees do not receive any pension or retirement benefits from the Fund. Trustee fees and expenses incurred for the year ended March 31, 2024, are included in the Consolidated Statement of Operations.

 

Ultimus Fund Solutions (“UFS”)

 

UFS provides administration, fund accounting, and transfer agent services to the Fund. Pursuant to the servicing agreement with UFS, the Fund pays UFS customary fees for providing such services to the Fund. During the year ended March 31, 2024, certain officers of the Fund were also officers of UFS and are not paid any fees directly by the Fund for serving in such capacities. For the year ended March 31, 2024, the Fund incurred $404,217 of administrative service fees, $81,339 of transfer agent fees, and $94,868 of fund accounting fees, which are included in the Consolidated Statement of Operations. As of March 31, 2024, service fees payable to related parties includes a payable of $84,670 due to UFS for administration, transfer agent fees and fund accounting fees.

 

Northern Lights Compliance Services, LLC (“NLCS”)

 

NLCS, a related party of UFS, provides compliance services and a chief compliance officer, pursuant to a consulting agreement between NLCS and the Fund. For the year ended March 31, 2024, the Fund incurred $44,924 in NLCS customary fees which are included in chief compliance officer fees on the Consolidated Statement of Operations. As of March 31, 2024, service fees payable to related parties includes a payable of $0 due to NLCS for chief compliance officer fees.

 

Blu Giant, LLC (“Blu Giant”),

 

Blu Giant, a related party of UFS, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the year ended March 31, 2024, the Fund incurred $150,008 of printing and postage expenses, which are included in the Consolidated Statement of Operations. As of March 31, 2024, services fees payable to related parties payable includes a payable of $13,628 due to Blu Giant for printing and postage expenses.

 

5.REPURCHASES OF SHARES

 

The Fund may from time to time, offer to repurchase shares pursuant to written tenders by shareholders. For the year ended March 31, 2024, the Adviser recommended and intends to continue to recommend to the Board (subject to its discretion) that the Fund offer to repurchase shares from shareholders on a quarterly basis in an amount not to exceed 5% of the Fund’s net asset value. In determining whether the Fund should offer to repurchase shares from shareholders, the Board considers the recommendation of the Adviser. The Adviser expects that, generally, it will recommend to the Board that the Fund offer to repurchase shares from shareholders quarterly, with such repurchases to occur as of each March 31, June 30, September 30 and December 31. Each repurchase offer will generally commence approximately 45 days prior to the applicable repurchase date. Any repurchase of shares from a shareholder which are held for less than one year (on a first-in, first-out basis) will be subject to an “Early Repurchase Fee” equal to 2.00% of the net asset value of any such shares repurchased by the Fund. There is no minimum number of shares which must be repurchased in any repurchase offer. For the fiscal year ended March 31, 2024, the early repurchase fees were $19,251. This amount is netted against the Shares Repurchased in the Statement of Changes in Net Assets.

27

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

During the year ended March 31, 2024, the Fund repurchased tendered shares as follows:

 

       % of  Number of   Net Asset Value   Repurchase   Shares Outstanding 
   Repurchase   Shares  Shares   of Shares   Value of Shares   on Repurchase Date, 
Repurchase Date  Offer Amount   Tendered  Tendered   Tendered   Tendered   Before Repurchase 
June 30, 2023                            
Class A       3.38%   741,250   $15.25   $11,304,065    21,948,172 
Class I       2.06%   165,329   $33.14   $5,479,011    8,013,850 
Total  $28,877,952                $16,783,076      
September 30, 2023                            
Class A       3.52%   754,214   $15.98   $12,052,341    21,447,159 
Class I       1.78%   190,100   $34.80   $6,615,485    10,702,350 
Total  $29,146,905                $18,667,826      
December 31, 2023                            
Class A       3.11%   645,673   $16.31   $10,530,922    20,782,100 
Class I       1.86%   208,059   $35.57   $7,400,654    11,192,542 
Total  $34,804,968                $17,931,576      
March 31, 2024                            
Class A       2.63%   530,519   $16.58   $8,796,011    20,180,437 
Class I       0.63%   74,153   $36.20   $2,684,354    11,733,500 
Total  $37,040,041                $11,480,365      

 

6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

As of March 31, 2024 the Fund continues to qualify as a regulated investment company. Since September 30, 2023 the Fund has estimated earnings of $1,307,748 amount of income, $28,272,201 amount of capital gain, and $22,477,043 amount of returned capital from investments. The Fund made distributions of $763 from ordinary income and $5,534,196 from realized gains. Amounts are subject to change through the end of the Fund’s tax year through September 30, 2024.

 

The Fund’s tax year-end is September 30, 2023: as such, the information in this section is as of the Fund’s tax year end.

 

The tax character of Fund distributions paid for the tax years ended September 30, 2023, and September 30, 2022 was as follows:

 

   Tax Year Ended   Tax Year Ended 
   September 30, 2023   September 30, 2022 
Ordinary Income   7,653,388     
Long-Term Capital Gain  $35,998,333   $51,396,318 
Return of Capital        
   $43,651,721   $51,396,318 

 

As of September 30, 2023, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Post October Loss   Capital Loss   Other   Unrealized   Total 
Ordinary   Long-Term   and   Carry   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Late Year Loss   Forwards   Differences   (Depreciation)   Earnings/(Deficits) 
$   $4,445,007   $   $   $11,929,254   $99,899,495   $116,273,756 

 

The difference between book basis and tax basis accumulated ordinary income/(loss) and other book/tax differences are primarily attributable to the unamortized portion of organization expenses for tax purposes and adjustments for partnerships,

28

 

iDirect Private Markets Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2024

 

passive foreign investment companies, C-corporations with return of capital distributions and the Fund’s wholly-owned subsidiary.

 

The cost of investments for federal income tax purposes is adjusted for items of taxable income allocated to the Fund from the Investment Funds. The allocated taxable income is reported to the Fund by the Investment Funds on Schedule K-1. The Fund has not yet received all such Schedule K-1s for the year ended December 31, 2023 (the underlying Investment Funds’ year-end); therefore, the tax basis of investments for 2023 will not be finalized by the Fund until after the fiscal period end.

 

As of September 30, 2023 the Funds appreciation/depreciation on a tax basis was as follows.

 

            Net Unrealized 
Cost for Federal Tax   Unrealized   Unrealized   Appreciation/ 
Purposes   Appreciation   Depreciation   Depreciation 
 630,009,112    202,581,688    (102,682,193)   99,899,495 

 

7.COMMITMENTS AND CONTINGENCIES

 

Revolving Credit Agreement

 

Effective March 3, 2023, the Fund entered into a revolving credit agreement (“Credit Facility”) with Royal Bank of Canada (the “Lender”). The Credit Facility, as amended on November 8, 2023, has a maximum borrowing limit of $70 million (“Committed Loan Limit”) and has a maturity date of February 28, 2025. The Fund has access to the Credit Facility for working capital to manage liquidity, including providing financing for the Fund’s acquisition of Investment interests. The Credit Facility has an interest rate which is dependent upon the effective borrowing date (“Borrowing Date”); if a Loan is requested three business days prior to the Borrowing Date, the applicable interest rate is 3 Month Secured Overnight Financing Rate (“SOFR”) plus 1.30% per annum, if a Loan is requested less than three days prior to the Borrowing Date, the applicable interest rate is Prime Rate plus 1.30% per annum. The Fund pays the Lender a Facility Fee of 1.15% based upon the Committed Loan Limit. For the year ended March 31, 2024, the Fund incurred $596,828 in commitment fees, which are included in the line of credit fees in the Consolidated Statement of Operations. The Fund utilized the line of credit during the year ended March 31, 2024, based only on the days borrowed, as follows:

 

Average Amount          Outstanding 
Borrowings   Average Annual  Interest   Borrowings 
Outstanding   Interest Rate  Expense   3/31/2024 
 14,000,000   6.69%  $31,169     

 

8.SUBSEQUENT EVENTS

 

Subsequent to March 31, 2024 and through May 30, 2024, the date the financial statements were issued, the Adviser evaluated subsequent events and concluded that there were no events requiring accrual or disclosure.

29

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited)
March 31, 2024

 

Approval of Investment Advisory and Sub-Advisory Agreement

 

At a meeting held on December 19, 2023 (the “Meeting”), the Board of Trustees (the “Board”) of Direct Private Markets Fund (the “Fund”), including each of the trustees that are not “interested persons” of the Fund (the “Independent Trustees”), as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), considered the annual approval of the investment advisory agreement (the “Advisory Agreement”) between iCapital Registered Fund Adviser, LLC (“iCapital” or the “Adviser”) and the Fund.

 

In connection with the Board’s consideration of each of the Agreements, the Board received written materials in advance of the Meeting, which included information regarding: (a) a description of the Adviser’s investment management personnel; (b) an overview of the Adviser’s operations and financial condition; (c) a comparison of the Fund’s advisory fee and overall expenses with those of comparable closed end investment funds registered under the 1940 Act; (d) the level of profitability from the Adviser’s fund-related operations; (e) the compliance policies and procedures of the Adviser including policies and procedures for personal securities transactions; and (f) information regarding the performance of the Fund compared to other comparable closed end investment funds registered under the 1940 Act, relevant benchmark indices, and the historical performance of other 1940 Act registered funds managed by the Adviser.

 

Matters considered by the Board in connection with its approval of the Agreement included, among others, the following:

 

Nature, Extent and Quality of Services. The Board reviewed materials provided by iCapital related to the Advisory Agreement with respect to the Fund including: the Advisory Agreement; a description of the manner in which investment decisions are to be made and executed; an overview of the personnel that will perform services for the Fund and their background and experience; a review of the financial condition of iCapital; information regarding risk management processes and liquidity management; the compliance policies and procedures of iCapital, including its business continuity and cybersecurity policies and a code of ethics that contained provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b); and iCapital’s compliance and regulatory history.

 

The Board reviewed the portfolio capabilities of iCapital and its parent company’s ability to deliver performance consistent with what shareholders are accustomed. The Board also considered the CCO’s statement that he had reviewed the compliance policies and procedures of iCapital and concluded that its compliance program is reasonably designed to prevent and detect violations of the Federal Securities Laws (as defined in Rule 38a-1 under the 1940 Act) and complies with Rule 38a-1 under the 1940 Act. Based on this review, the Board concluded that the range and quality of services provided by iCapital to the Fund under the Advisory Agreement would be at the same or improved levels and were expected to be satisfactory.

 

Performance. The Board considered the Fund’s performance for six-month and one-year periods ended March 31, 2023, as well as a common reporting period (October 1, 2015 to March

30

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
March 31, 2024

 

31, 2023) as compared to the Fund’s primary benchmark index, the MSCI All-Country World Total Return Index (“MSCI ACWI”), and the performance of other externally managed closed-end funds with investment objectives and strategies comparable to those of the Fund for the period those funds have been in operation (the “Peer Funds”).

 

The Board also reviewed information prepared by iCapital regarding the Fund’s returns on invested capital (“ROIC”) compared to that of each of the Peer Funds and found that for the one-year period ended March 31, 2023, the ROIC for both the Fund and the Peer Funds varied, but that over the common reporting period the Fund’s ROIC was lower than the mean ROIC of the Peer Funds for the same period. The Board also noted the changes to the investment strategy that had taken effect in June 2023 and discussed the expected impact on the future performance of the Fund. The Board concluded that iCapital was managing the Fund according to its investment strategy and had the ability to provide an acceptable level of investment returns for the Fund and its shareholders.

 

Advisory Fees. As to the costs of the services to be provided, the Board considered a comparison prepared by iCapital of the Fund’s advisory fee and net expenses to those of the Peer Funds. The Board considered that iCapital charged an annualized advisory fee of 0.90% of the Fund’s average net assets, which was lower than the mean advisory fee charged to the Peer Funds. The Board also considered the Fund’s net expense ratio as compared to those of the Peer Funds and noted that the Fund’s 1.75% expense ratio was lower than the mean net expense ratio of the Peer Funds. The Board concluded that the contractual advisory fee was not unreasonable, and that the Fund’s overall expense ratio was acceptable.

 

Profitability. The Board noted the Fund’s net profitability is reasonable and not excessive given the complexity of this Fund.

 

Economies of Scale. The Board determined that based on the Fund’s current asset size and complexity, and expense limitation agreement with iCapital, economies of scale that would require breakpoints had not been realized at this time.

 

Conclusion. Mr. Gersten reported that the Board, having requested and received such information from iCapital as it believed reasonably necessary to evaluate the terms of the Advisory Agreement and having been advised by independent counsel that the Independent Trustees had appropriately considered and weighed all relevant factors, determined that the renewal of the Advisory Agreement is in the best interests of the Fund and its shareholders. In considering the Advisory Agreement, the Board did not identify any one factor as all important and each Trustee may have considered different factors as more important.

31

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited)
March 31, 2024

 

Name, Age and Address   Position(s) Held
with Registrant
  Length of Time
Served*
  Principal Occupation(s)
During Past 5 Years
      Number of
Portfolios
Overseen
in Fund
Complex
      Other Trusteeships/
Directorships Held Outside the
Fund Complex**
Interested Trustee
Nick Veronis (59)
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
      Trustee and President       Indefinite Length — Since 2021       Co-Founder and Managing Partner of iCapital Network       1       None

32

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
March 31, 2024

 

The executive officers of the Fund, their ages, addresses, positions held, lengths of time served and their principal business occupations during the past five years are shown below.

 

Name, Age and Address       Position(s) Held
with Registrant
      Length of
Time
Served*
      Principal
Occupation(s)
During Past
5 Years
      Number of
Portfolios
Overseen
in Fund
Complex
      Other
Trusteeships/Directorships
Held Outside the
FundComplex**
Independent Trustees
Mark Garbin (73)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Trustee   Indefinite Length — Since Inception   Managing Principal, Coherent Capital Management LLC (since 2008),Independent Director, OCHEE LP (2021-present)   1   Northern Lights Fund Trust (since 2013); Northern Lights Variable Trust (since 2013); Forethought Variable Insurance Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (2014 -2017); Two Roads Shared Trust(since 2012); Carlyle Tactical Private Credit Fund (since March 2018) and OHA CLO Enhanced Equity II Genpar LLP (since 2021)

Mark D. Gersten (74)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165

  Trustee   Indefinite Length — Since Inception   Independent Consultant (since 2012)   1   Trustee of Schroder Global SeriesTrust (2012-2017), Northern Lights Fund Trust (since 2013), Northern Lights Variable Trust (since 2013), Two Roads Shared Trust (since 2012),Ramius Archview Credit and Distressed Fund (2015-2017)
Neil M. Kaufman (63)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Trustee   Indefinite Length — Since Inception   Managing Member, Kaufman McGowan PLLC(legal services)(since 2016)   1   Trustee of Two Roads Shared Trust (since 2012)
Anita K. Krug (55)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Trustee   Indefinite Length — Since Inception   Dean & Professor(since 2019) Chicago Kent Law School; Interim Vice Chancellor for Academic Affairs (2018-2019) University of Washington Bothell; Interim Dean (2017-2018), Professor (2016-2019), Associate Professor (2014-2016); and Assistant Professor (2010-2014), University of Washington School of Law   1   Trustee of Two Roads Shared Trust (since 2012) and Centerstone Investors Trust (since 2016-2020)

33

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited) (Continued)
March 31, 2024

 

Name, Age and Address       Position(s) Held with Registrant       Term of Office and
Length of Time Served*
      Principal Occupation(s) During
Past 5 Years
Officers
William Kimme (61)
c/o Northern Lights Compliance Services.
LLC
4221 North 203rd Street, Suite 100
Elkhorn, NE 68022
  Anti-Money Laundering Officer and Chief Compliance Officer   Indefinite Length— Since 2019 (Chief Compliance Officer and Anti-Money Laundering Officer)   Senior Compliance Officer of Northern Lights Compliance Services, LLC (since 2011)
Swan Chang (47)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Principal Financial Officer and Principal Accounting Officer   Indefinite Length-Since 2023   Vice President, Corporate Finance, iCapital (August 2020-Present) and Head of Finance and Accounting, Artivest (October 2013-August 2020)
Kyle Hartley (55)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Treasurer   Indefinite Length —Since 2021   Managing Director and Head of Hedge Fund Finance and Operations, Institutional Capital Networks Inc (since 2017) and CFO and COO of Lone Star Value Management (2013-2017)
Stephen Jacobs (62)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Secretary   Indefinite Length —Since 2021   General Counsel, Institutional Capital Networks Inc (since 2019) and Chief Operating Partner and Co-Chair of the Corporate Department, Herrick Feinstein LLP (2016-2019)
Timothy Burdick (37)
c/o iDirect Private Markets Fund
One Grand Central Place
60 East 42nd Street, 26th Floor
New York, NY 10165
  Assistant Secretary   Indefinite Length —Since 2022   Vice President and Managing Counsel, Ultimus Fund Solutions, LLC (2022 – present); Assistant Vice President and Counsel, Ultimus Fund Solutions, LLC (2019 – 2022); Senior Program Compliance Manager, CJ Affiliate (2016 – 2019).

 

*Each officer serves an indefinite term, until his or her successor is elected.

 

The Funds SAI Includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-212-994-7400.

34

 

PRIVACY NOTICE

 

What does iDirect Private Markets Fund (the “Fund”) 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 and wire transfer instructions

 

●   Account transactions and transaction history

 

●   Investment experience and purchase history

 

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 the Fund chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Does the
Fund
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 records

No We don’t share
     

For our affiliates’ everyday business purposes

Information about your creditworthiness

No We don’t share
     

For non-affiliates to market to you

No We don’t share

 

Questions? Call 1-888-524-9441

35

 

What we do
   

How does the Fund 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.

 

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your non-public personal information.

   
How does the Fund collect my personal information?

We collect your personal information, for example, when you

 

●   Open an account or deposit money

 

●   Direct us to buy securities or direct us to sell your securities

 

●   Seek advice about your investments

 

We also collect your personal 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 non-affiliates 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 non-financial companies.

 

●   The Fund does not share with our affiliates.

   
Non-affiliates

Companies not related by common ownership or control. They can be financial and non-financial companies

 

●   The Fund does not share with non-affiliates so they can market to you.

   
Joint marketing

A formal agreement between non-affiliated financial companies that together market financial products or services to you.

 

●   The Fund doesn’t jointly market.

36

 

iDirect Private Markets Fund
SUPPLEMENTAL INFORMATION (Unaudited)
March 31, 2024

 

PROXY VOTING POLICY

 

Information regarding how the Fund voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-877-772-5838 or by referring to the Security and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

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-PORT. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-877-772-5838.

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR
iCapital Registered Fund Adviser LLC.
60 East 42nd Street, 26th Floor
New York, NY 10165
 
ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246

 

 

 

 

 

 

 

 

iDirect-AR24

37

 

(BACK COVER)

 

 

Item 2. Code of Ethics. See attached.

 

(a)       As of the end of the period covered by this report, the Registrant 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.

 

(b)        For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

 

(1)Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(2)Full, fair, accurate, timely, and understandable disclosure in reports and documents that a Registrant files with, or submits to, the Commission and in other public communications made by the Registrant;

(3)        Compliance with applicable governmental laws, rules, and regulations;

(4)The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)        Accountability for adherence to the code.

 

(c)        Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

 

(d)        Waivers: During the period covered by the report, the Registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e) The Code of Ethics is not posted on Registrant’ website.

(f) A copy of the Code of Ethics is attached as an exhibit.

 

 

Item 3. Audit Committee Financial Expert. (a) The Registrant’s board of trustees has determined that Mark Gersten is a financial expert, as defined in Item 3 of Form N-CSR.  Mark Gersten is independent for the purposes of this Item.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

2024- $107,000

2023- $102,000

 

(b)Audit-Related Fees  

There were no fees billed in each of the last two fiscal years for assurances 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.

 

(c)       Tax Fees

2024- $62,900

2023- $62,900

 

Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.

 

(d)All Other Fees   

There were no fees billed in each of the last two fiscal years for products and services provided by the Registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

 

(e)(1) Audit Committee’s Pre-Approval Policies

 

The Registrant’s Audit Committee is required to pre-approve all audit services and, when appropriate, any non-audit services (including audit-related, tax and all other services) to the Registrant. The Registrant’s Audit Committee also is required to pre-approve, when appropriate, any non-audit services (including audit-related, tax and all other services) to its adviser, or any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the Registrant, to the extent that the services may be determined to have an impact on the operations or financial reporting of the Registrant. Services are reviewed on an engagement by engagement basis by the Audit Committee.

 

 

(2)With respect to the services described in paragraphs (b) through (d) of this Item 4, no amount was approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)During the audit of Registrant's financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant's engagement were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

(g)The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant:

 

2024 - $62,900

2023 - $62,900

 

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

 

   

(i)

(j)

Not applicable.

Not applicable.

 

 

Item 5. Audit Committee of Listed Registrants. Not Applicable.

 

Item 6. Schedule of Investments. Incorporated by reference.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.

 

(a)       Investments in the Investment Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities.  On occasion, however, the Fund may receive notices or proposals from the Investment Funds seeking the consent of or voting by holders (“proxies”).  The Fund has delegated any voting of proxies in respect of portfolio holdings to the Adviser to vote the proxies in accordance with the Adviser’s proxy voting guidelines and procedures.  In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund.

 

(b)       The Adviser will generally vote to support management recommendations relating to routine matters, such as the election of board members (where no corporate governance issues are implicated) or the selection of independent auditors.  The Adviser will generally vote in favor of management or investor proposals that the Adviser believes will maintain or strengthen the shared interests of investors and management, increase value for investors and maintain or increase the rights of investors.  On non-routine matters, the Adviser will generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund.  In exercising its voting discretion, the Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision.  If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or potential conflict of interest involving the Adviser, the Adviser will make written disclosure of the conflict to the Independent Trustees indicating how the Adviser proposes to vote on the matter and its reasons for doing so.

 

(c)       The Fund intends to hold its interests in the Investment Funds in non-voting form.  Where only voting securities are available for purchase by the Fund, in all, or substantially all, instances, the Fund will seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

As of March 31, 2024, the personnel of the Advisers who have primary responsibility for management of the Fund are Nicholas Veronis and David Shyu.

 

Nicholas Veronis

 

Nicholas is a Co-Founder and one of the Managing Partners of iCapital Network, Inc., where he is Head of Portfolio Management. He spent 11 years at Veronis Suhler Stevenson (VSS), a middle market private equity firm where he was a Managing Director responsible for originating and structuring investment opportunities. At VSS, he specialized in the business information services sector and helped spearhead the firm’s investment strategy in the financial software and data sector, including its investment in Ipreo. Nicholas was previously an operating advisor to Atlas Advisors, an independent investment bank based in New York. He began his career as a financial journalist for The Boston Business Journal, was a reporter for The Star-Ledger, and a Senior Associate in the New Media Division of Newhouse Newspapers. He holds a BA in economics from Trinity College and FINRA Series 7, 79, and 63 licenses.

 

David Shyu

 

David Shyu is a Co-Portfolio Manager of the Fund. Prior to iCapital, Mr. Shyu was a Director of Newbury Partners, responsible for the origination, valuation, execution and monitoring of secondary investments and co-investments. Prior to Newbury, Mr. Shyu was an Associate in the Secondary Group at Auda Private Equity. Previously, Mr. Shyu worked as an analyst at Goldman Sachs. Mr. Shyu graduated cum laude from Princeton University with a BSE in Operations Research and Financial Engineering.

 

(a)(2) The following table shows information regarding accounts (other than the Fund) managed by each named portfolio manager as of March 31, 2024:

 

      Total Assets in
  Number of Accounts Subject
  Accounts Subject to a Performance-
Total Assets in to a Performance- Based Advisory
  Number of   Accounts Based Advisory Fee
Nick Veronis Accounts   ($ million) Fee ($ million)
Registered Investment Companies 0   0 0 0
Other Pooled Investment Vehicles 0   0 0 0
Other Accounts 0   0 0 0

 

 

 

 

 

David Shyu

 

 

 

 

Number of Accounts

 

 

 

 

Total Assets in Accounts

($ million)

 

 

Number of Accounts Subject to a Performance- Based Advisory Fee

 

Total Assets in Accounts Subject to a Performance- Based Advisory Fee

($ million)

Registered Investment Companies 0   0 0 0
Other Pooled Investment Vehicles 0   0 0 0
Other Accounts 0   0 0 0

 

 

 

(a)(3) As of March 31, 2024, the compensation of each portfolio manager is typically comprised of (i) a fixed annual salary, (ii) a discretionary bonus determined by reference to personal performance, as well as the performance of iCapital, Inc., and iCapital Registered Fund Adviser LLC, (iii) a 401K matching plan, and (iv) one or more option grants pursuant to the iCapital option plan, as amended, which typically vest over a four year period, Such amounts are payable by iCapital, Inc. (or a subsidiary of iCapital, Inc.) and not by the Adviser or Fund. iCapital implements annually, a formalized performance evaluation for all employees that includes goal setting, 360 feedback, mid-year evaluations and final year-end assessments carried out by management.

 

(a)(4)

 

As of March 31, 2024, Nick Veronis had $1,000,001-$1,500,000 in beneficial ownership of the Fund.

 

As of March 31, 2024, David Shyu had no beneficial ownership of the Fund.

 

 

Item 9. Purchases of Equity Securities by Closed-End Funds. None

 

Item 10. Submission of Matters to a Vote of Security Holders. None

 

Item 11. Controls and Procedures.

 

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a)Not applicable.

 

(b)Not applicable.

 

Item 13. Exhibits.

 

(a)(1) Code of Ethics filed herewith

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

(b)Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

 

 

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) iDirect Private Markets Fund

By (Signature and Title)

/s/ Nicholas Veronis

Nicholas Veronis, President/Principal Executive Officer

 

Date 6/06/2024

 

 

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/ Nicholas Veronis

Nicholas Veronis, President/Principal Executive Officer

 

Date 6/06/2024

 

By (Signature and Title)

/s/ Kyle Hartley

Kyle Hartley, Treasurer

 

Date 6/06/2024