Partners Group Private Equity Master Fund: Tender Offers & NAV

What the fund is, and why “Master Fund” is an old name

Partners Group Private Equity Fund, LLC is a Delaware limited liability company registered as a closed-end, non-diversified management investment company. The adviser is Partners Group (USA) Inc. It invests in direct private equity deals, secondaries and primary commitments, with a smaller sleeve of loans and listed securities (see the portfolio section below). Despite the name on most listings, it has not been a master fund for nearly ten years: the registration statement says “Prior to January 1, 2017, the Fund operated as a master fund in a master-feeder structure,” and that the structure was reorganized into a single fund as of December 31, 2016. The cover page of the amendment filed December 5, 2025 still reads “Master Fund”; the one filed December 29, 2025 reads “Partners Group Private Equity Fund, LLC.” Searches for the old name are why this page carries both.

It sells four classes. Class A and Class S carry a sales load of up to 3.50% and 1.50% and need $50,000 to start; Class I and Class M have no load and need $1,000,000. Buyers must certify that they are both a “qualified client” and an “accredited investor.” There were 60,411 record holders at September 30, 2025: 38,618 in Class A, 21,776 in Class I and 17 in Class S (our sum). At March 31, 2026 Class A held $8,361.1 million of the $15,298.2 million of net assets (54.7%) and Class I $6,913.3 million (45.2%; our arithmetic). The fund has elected to be taxed as a corporation and mails a Form 1099-DIV, not a K-1.

Twelve results: eleven in full, one prorated

Each quarter the fund files a Schedule TO-I when the offer opens and a Schedule TO-I/A “final amendment” with the result. The table lines up the 12 results we read, from the offer valued September 30, 2023 to the one valued June 30, 2026. “Fund NAV at launch” is the figure in the offer document for the month-end before it opened. The limit was stated in dollars through the offer launched October 29, 2024 and as “5.00% of the net assets” from the one launched January 27, 2025; every dollar limit equals about 5.0% of the NAV at launch (our arithmetic).

Requests climbed for two years with one dip. Measured against the offer limit they went from 25.5% (December 2023) to 56.8% (December 2024) to 92.6% (September 2025), and in dollars from $181.2 million to $750.2 million (our arithmetic). The next two offers fell back to 72.8% and 65.7%, which is why the June 2026 number is the first to cross the line. Across the 12 results members tendered $5,604.3 million in all, and the fund accepted $5,447.8 million (our sums). We did not read offers before the one launched July 31, 2023, so “first” means first in this window.

For comparison with other funds' latest windows, our evergreen funds redemptions comparison puts Partners Group's 82.9% next to 25 other vehicles. This page is the full record behind that one row.

The June 2026 result, line by line

The offer launched April 28, 2026 for “up to 5.00% of the net assets,” about $788.4 million on the $15,766.6 million of NAV at February 28, 2026. The final amendment, filed July 29, 2026, states the amount as “up to 5% of the Fund’s net asset value as of June 30, 2026” and reports:

• Tendered and not withdrawn: $914,840,756.21.
• Accepted: $758,352,671.80, 5% of the fund's net asset value at the valuation date. The amendment says “the Fund accepted for purchase from Members, on a pro rata basis based on the number of Units tendered, Units with an aggregate net asset value of $758,352,671.80.”
• Not accepted: $156,488,084.41, 17.1% of what was tendered (our arithmetic). On a $1,000,000 tender that would be about $828,900 accepted and $171,100 left in the fund, if the same ratio applies to each holder.
• Paid: $758,266,305.63, “less applicable early repurchase fees.” That is $86,366.17 less than the accepted amount (our arithmetic). At the 2.00% fee that is the fee on about $4.3 million of units held under a year, 0.6% of the accepted amount (our arithmetic; the board can waive the fee). So units held under a year were a small part of what was accepted.

Two things the amendment does not tell you. It gives no member counts, no split between members who tendered everything and those who tendered part, and no mention of the 95% initial payment, all of which the previous 11 results reported. And the arithmetic implies a fund NAV at the valuation date of $15,167.1 million (758,352,671.80 divided by 0.05; our arithmetic), while the Form N-PORT filed August 31, 2026 reports net assets of $15,106.6 million at June 30, 2026, 0.4% lower. The filings do not explain the gap.

Three in four tendering members are leaving entirely

Each final amendment splits the members whose tenders were accepted into those who tendered only part of their interest, paid 100% of unaudited NAV, and those who tendered their entire interest. The second group is the majority and growing.

The share leaving entirely and the member count both rose, so the growth in requests came from more people heading for the exit, not from a few large holders trimming (our reading). In the offer valued September 30, 2025, 2,587 members tendered, 4.3% of the 60,411 record holders counted the same day (our arithmetic). The average tender was $207,000 to $351,000, close to the $253,000 average holding you get by dividing March 31, 2026 net assets by those 60,411 holders (our arithmetic; the two dates differ). The filings do not say who the members are or why they leave.

What “paid in promissory notes” means

The premise that this fund paid “part” of a repurchase in notes is not quite right. Every result from July 2023 to June 2026 says payment “was made in the form of promissory notes,” held by State Street Bank and Trust Company as administrator. The open offer describes the instrument as a “non-interest bearing, non-transferable promissory note.” What differs by holder is the cash timing:

• Partial tenders: paid 100% of unaudited NAV.
• Whole-interest tenders: an Initial Payment of at least 95% of unaudited NAV, and a Post-Audit Payment equal to the excess of the audited value over the Initial Payment, “promptly after the completion of the Fund’s next annual audit.” For the offer valued September 30, 2026 the fund expects the audit “by the end of May 2027,” about eight months after the valuation date (our arithmetic).
• When: the Initial Payment may take up to 20 business days after October 1, 2026, and “In no event will the Initial Payment be made later than the 65th day following the Notice Due Date.” With a notice date of August 26, 2026, that is October 30, 2026 (our arithmetic). The fund may postpone a note if it sells investments to fund the repurchase, until ten business days after it receives at least 95% of those proceeds, but the 65-day outer limit still applies.
• What funds it: cash on hand, sales of securities, withdrawals from the investment funds it holds, “or borrowings.”

Two further terms: a member who tenders everything remains a member through the repurchase date, and until the notice date any tender can be withdrawn; after 40 business days, September 24, 2026, a tender not yet accepted can be withdrawn too. The fund also keeps the right to cancel, amend or postpone an offer before the notice date.

A cap that moves with the fund's NAV

Through December 2025 the cap grew with the fund, from $687.8 million for the offer valued September 30, 2023 to $810.8 million for the offer valued December 31, 2025. Since then the fund's NAV has fallen and so has the cap. The offer document for the one valued December 31, 2025 reports fund NAV of $16,215.1 million at August 31, 2025; the open offer reports $15,239.8 million at May 31, 2026, 6.0% lower (our arithmetic). The open offer is for 5.00% of net assets, “approximately $762,000,000”.

That matters for the next result. The $750.2 million tendered in the offer valued September 30, 2025, which was 92.6% of that offer's limit, would be 98.5% of a $762 million cap (our arithmetic). Of the last four results, one (June 2026) was above $762 million. If the September 30, 2026 offer draws what June did, it will prorate again; if it draws what December 2025 or March 2026 did ($590.1 million and $527.4 million), it will not. The offer closed August 26, 2026 and the fund has not filed the result. Going by the 12 results, the final amendment arrived 29 to 86 days after the valuation date (our arithmetic from EDGAR filing dates), which for September 30 means between October 29 and December 25, 2026.

NAV per unit: $2.22, after a 1-for-4 split

On July 2, 2024 the fund effected a 1-for-4 unit split, so per-unit figures before that date look four times higher. Class I NAV was $8.36 on March 31, 2024 in the annual report of that year and is $2.09 after the split. Adjusted figures:

Class I NAV fell 3.9% in the six months to March 31, 2026 (our arithmetic), and net assets are down 5.0% from September 30, 2025 to June 30, 2026, $797 million (our arithmetic). Two caveats. Net assets at March 31, 2026 are stated after deducting $527.4 million of repurchase amounts payable, and the offer documents' month-end NAVs are a different series that we do not reconcile. And the annual report says the fair values of private equity fund investments “determined by the Adviser in accordance with the Valuation Procedures are estimates.”

Returns after fees, from the March 2026 annual report:

• Class I: 18.95% (FY2022), 2.68%, 6.42%, 5.80% and 5.64% (FY2026). The annualized return was 5.6% over one year, 7.8% over five years and 10.2% over ten years, against 18.9% and 10.3% for the MSCI World Index over one and five years.
• Class A: 4.91% in FY2026 (before sales load).
• Distributions: $0.08 a unit in FY2026 for Class I (3.7% of the opening $2.17; our arithmetic), described in the financial highlights as net realized gains. They were $560.5 million in all, up from $275.1 million; $500.2 million of that was reinvested in new units (our sum), so cash paid out was about $60.3 million (our arithmetic).

Money in fell a third, money out rose a half

The audited statements show both sides for the last two fiscal years (years ended March 31):

Repurchases equalled 207% of money raised in FY2026, against 90% a year earlier (our arithmetic), and 15.4% of opening net assets. The tender filings and the audit agree: the four results sum to $2,430.0 million against $2,430.2 million of audited repurchases, a gap of $118,741 or 0.005% (our arithmetic). So the Schedule TO-I/A figures can be used as the fund's actual payouts.

Where the cash came from is in the cash-flow statement. In FY2026 the fund sold $2,429.2 million of investments and bought $1,798.7 million, a net $630.6 million of sales (our arithmetic). Cash and cash equivalents, excluding foreign-currency cash, went from $1,163.0 million at March 31, 2024 (7.9% of net assets) to $236.7 million a year later (1.5%) and $243.3 million at March 31, 2026 (1.6%; our arithmetic), with another $200.5 million held in foreign currencies in 2026. The fund also borrowed: the balance sheet shows a credit facility of $710.7 million at September 30, 2025 and $647.7 million at March 31, 2026 (4.2% of net assets), and no such line at March 31, 2025, when interest expense for the year was $13,475. In FY2026 interest expense was $26.3 million and line-of-credit fees $30.2 million, together $56.5 million (our sum). The N-PORT for June 30, 2026 shows bank borrowings payable of $0.00 and total liabilities of $124.5 million, down from $1,383.3 million at March 31, 2026; the filings do not say how the facility was repaid.

Two facilities back this. A secured multicurrency revolver of up to $2,061,000,000 with Lloyds, NatWest, Barclays, UBS, Bank of America and JP Morgan runs to December 12, 2028, with a 1.00% fee on the unused part; the fund borrowed $1,810,000,000 under it during FY2026 and paid $16.7 million of interest. A separate $1,000,000,000 facility with Bank of America, set up on May 15, 2025 for a subsidiary, Partners Group Private Equity (BSL), LLC, carries SOFR plus 1.40% and runs to May 15, 2028; $749.1 million was borrowed under it and $9.6 million of interest paid. Loans on the balance sheet rose to $1,229.2 million at March 31, 2026 from $326.4 million a year earlier. Against that, the fund still owes capital: $14,172.7 million committed to private equity investments, 88.54% funded, which leaves $1,624.3 million (10.6% of net assets; our arithmetic).

What it costs: 1.50% plus 10% of profits

The fund's annual report states the fees. The management fee is a monthly one twelfth of 1.50% of the greater of NAV and NAV less cash plus undrawn commitments; the adviser has agreed it will never exceed 1.75% of NAV. The incentive fee is “10% of the excess, if any, of (i) the net profits of the Fund” for the period over a loss recovery account balance; the description mentions no hurdle rate.

Management and incentive fees together were $383.7 million (our sum). Per class, the annual report gives total expense ratios including the incentive fee of 3.72% for Class A (2.96% plus 0.76%) and 3.04% for Class I (2.27% plus 0.77%), up from 3.20% and 2.50% in FY2025. The December 2025 registration statement shows a different layout, with a 1.62% investment management fee, 0.64% incentive fee, 0.24% other expenses and 0.40% of acquired fund fees, for totals of 3.60% (Class A), 3.15% (Class S) and 2.90% (Class I and M); The totals include distribution and service fees of 0.70% (Class A) and 0.25% (Class S). Investors also pay a sales load of up to 3.50% (Class A) or 1.50% (Class S) and a 2.00% early repurchase fee on units held under a year.

There is an expense limitation agreement: the adviser waives fees or absorbs expenses above 3.00% (Class A), 2.55% (Class S) and 2.30% (Class I and M) annualized, excluding taxes, interest, brokerage, the incentive fee, acquired fund fees and some other items, and may recoup waivers for up to three years. In FY2026 “the Adviser did not waive any fees and the Fund did not pay any recoupment of existing Waivers pursuant to the Expense Limitation Agreement.” Because the limit excludes the incentive fee and the underlying funds' own charges, it is not a cap on the all-in ratio of 3.04% to 3.72%.

Net investment income of $15.9 million against distributions of $560.5 million is the number to hold on to: the financial highlights label the Class I payout as net realized gains, not income, so it depends on the fund selling holdings at a profit. That is consistent with the sales shown above.

What it owns

At March 31, 2026 the fund reports direct and indirect exposure to “more than 3,000 portfolio companies with the top 20 representing 27.5% of the portfolio,” 55% in North America, 39% in Europe and 3% each in Asia-Pacific and elsewhere. It held direct interests in 460 assets, 65% of portfolio value, plus 73 secondary stakes (16%), 232 primary commitments (15%) and 123 listed investments (4%). The schedule of investments, as a share of net assets:

The largest positions at June 30, 2026, from the Form N-PORT, excluding a $306.7 million holding (2.03%) in a BlackRock Treasury Trust money market fund:

The ten add up to $2,300.6 million, 15.2% of net assets, among 1,489 positions in the filing (our sum). Most are holding vehicles, and the N-PORT does not name the business behind them. The adviser values the private holdings, and the annual report calls those fair values estimates.

The liquidation-vote clause

The prospectus text in the December 2025 amendment, which also appears in the June 2024 one, promises a “Minimum Repurchase Threshold,” tested quarterly over the latest four quarters. It is met if either (1) the fund offers one quarterly repurchase in which all tendered shares are repurchased, or (2) repurchases equal at least 10% of the average shares not subject to an early repurchase fee. The text adds that “If a repurchase offer is oversubscribed, the Fund will repurchase only a pro rata portion of the amount tendered by each Shareholder.” If neither test is met over four quarters, or an offer ends with more than 50% of outstanding shares tendered, “the Board will call a special meeting of Shareholders at which Shareholders will be asked to vote on whether to liquidate the Fund.” Liquidation needs two-thirds of the votes eligible to be cast, and if approved the adviser “will seek to liquidate the Fund’s assets over a five-year period.”

Read it against the record. The fund repurchased $2,430.2 million in FY2026, 15.4% of its opening net assets (our arithmetic), and accepted the three offers before June 2026 in full, so on this record the threshold is not close to being tripped. The clause matters only if the board stops offering or requests overwhelm the 5% cap for a year. Two limits on what we can say: the text sits in a registration-statement amendment that still shows the prospectus date as “December [ ], 2025,” and the latest N-2/A on EDGAR is the December 29, 2025 one. We have not seen a final prospectus.

New since August 2026

• July 29, 2026: Schedule TO-I/A with the result of the offer valued June 30, 2026 (0001398344-26-013046).
• July 30, 2026: Schedule TO-I for the offer valued September 30, 2026: up to 5.00% of net assets, about $762,000,000, on a May 31, 2026 NAV of $15,239,800,986.64; notice due August 26, 2026 (0001398344-26-013118).
• August 31, 2026: Form N-PORT with June 30, 2026 holdings (0001410368-26-090305).
• Not yet filed on October 9, 2026: the result of the September 30 offer. The Schedule TO-I for the next one has been filed on October 26, 2023, October 29, 2024 and October 29, 2025, so we would expect the next around October 27 to 29, 2026, with a notice date near November 24 to 26 and a December 31, 2026 valuation (our reading of three dates).

What a holder can do with this

• If you tendered in the August 2026 window: the note's first payment should arrive by October 30, 2026 at the latest. If you tendered everything, plan for up to 5% (on $500,000, up to $25,000) to arrive only after the audit, around the end of May 2027. If requests exceeded about $762 million, only part of your tender will be accepted; the rest stays invested and you would tender again next quarter.
• If you want out in full: the June 2026 result shows the ratio that can apply when requests exceed the cap, 82.9%. On a $1,000,000 position that would be about $828,900 accepted and $171,100 still invested. Acceptance is pro rata on units tendered; notice is due by the deadline and can be withdrawn until then.
• If you have held under a year: a 2.00% early repurchase fee comes off the proceeds. The June 2026 payout implies fees of $86,366, so very few units are in that bucket.
• If you are deciding whether to buy: price the exit before the entry. The cap is 5% of NAV a quarter and shrinks as NAV does, the minimum is $50,000 (Class A, S) or $1,000,000 (Class I, M), and total costs were 3.04% to 3.72% a year in the latest annual report (2.90% to 3.60% in the prospectus table), before any sales load. Net investment income was $15.9 million in FY2026, so returns have to come from sales of holdings.
• What would change the picture: a second proration in a row; requests above $762 million in the September 30 result; NAV per unit continuing to fall after $2.31; borrowings reappearing on the balance sheet; or the board shortening or skipping an offer. Each appears in the next Schedule TO-I/A, the next N-CSRS (due around early December) or the next N-PORT.

How other funds compare: Hamilton Lane's private equity fund, StepStone's SPRIM, Blackstone's BXPE and the wider list of ways to buy private equity. The cross-fund view is in the private credit and evergreen redemptions tracker. This is analysis of public documents, not investment, legal or tax advice.

FAQ

All figures are from the SEC filings of Partners Group Private Equity Fund, LLC (CIK 1447247) read on EDGAR on October 9, 2026: the Schedule TO-I filings for the offers launched from July 31, 2023 to July 30, 2026 and the 12 final amendments to Schedule TO-I filed December 4, 2023 to July 29, 2026 (including the revised amendment of July 29, 2025, which repeats the March 2025 result with a revised exhibit index); the annual reports for the years ended March 31, 2024, 2025 and 2026 (Form N-CSR, accessions 0001398344-24-011551, 0001398344-25-011615, 0001398344-26-010605) and the half-year reports for September 30, 2024 and 2025 (Form N-CSRS, 0001398344-24-022923, 0001398344-25-022223); the registration statement amendments of June 28, 2024 and December 5 and 29, 2025 (Form N-2/A, 0001398344-24-012029, 0001398344-25-022025, 0001398344-25-023038); and the Form N-PORT filed August 31, 2026 (0001410368-26-090305). Percentages of limits and NAV, sums across classes and offers, per-member averages, the implied June 30 NAV, the unfilled amount, the fee implied by the payment and the filing-lag range are our arithmetic. The company's most recent filing on EDGAR is the N-PORT of August 31, 2026. This is analysis of public documents, not investment, legal or tax advice.