N-CSRS 1 princetoneverest_ncsrs.htm N-CSRS

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 811-2300

 

Princeton Everest Fund

(Exact name of registrant as specified in charter)

 

8500 Normandale Lake Blvd., Suite 1900, Minneapolis, MN 55437

(Address of principal executive offices) (Zip code)

 

Philip Sineneng, Esq. Thompson Hine LLP

41 South High Street, Suite 1700 Cincinnati, Ohio 43215

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 952-897-5390

 

Date of fiscal year end: 3/31

 

Date of reporting period: 9/30/23

 

Item 1. Reports to Stockholders.

 

 

 (LOGO)

 

 

 

 

 

Semi-Annual Report

September 30, 2023

 

 

A, I, II and L Share Classes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed By:

 

Princeton Fund Advisors, LLC

8500 Normandale Lake Blvd.

Suite 1900

Minneapolis, MN 55437

1-855-924-2454

 

 

 

Princeton Everest Fund

PORTFOLIO REVIEW (Unaudited) 

September 30, 2023

 

The Fund’s performance figures* for the periods ended September 30, 2023, compared to its benchmark:

 

          Annualized Annualized Annualized Annualized
          Since Since Since Since
          Inception(a)- Inception(b)- Inception(c)- Inception(d)-
  Six   Annualized Annualized September September September September
  Months One Year Three Year Five Year 30, 2023 30, 2023 30, 2023 30, 2023
Princeton Everest Fund – Class A 4.70% 6.80% 11.55% 8.37% 8.92% N/A N/A N/A
Princeton Everest Fund – Class A with load 1.04% 3.07% 10.22% 7.60% 8.38% N/A N/A N/A
Princeton Everest Fund – Class I 5.06% 7.42% 12.20% 9.00% N/A 9.51% N/A N/A
Princeton Everest Fund – Class II 4.87% 7.10% 11.86% 8.67% N/A N/A 9.25% N/A
Princeton Everest Fund – Class L 4.62% 6.50% 11.24% 8.08% N/A N/A N/A 8.38%
Princeton Everest Fund – Class L with load 2.30% 4.10% 10.41% 7.58% N/A N/A N/A 7.91%
S&P 500 Total Return Index 5.18% 21.62% 10.15% 9.92% 12.34% 12.57% 11.61% 10.92%

 

*The performance data quoted here represents past performance. The performance comparison includes reinvestment of all dividends and capital gains and has been adjusted for the Class A and Class L maximum applicable sales charge of 3.50% and 2.25%, respectively, where applicable. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, 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 redemption of Fund shares. Performance figures for periods greater than one year are annualized. The Fund’s total annual operating expenses, before recoupment, are 4.83%, 4.23%, 4.53 and 5.09% for Class A, Class I, Class II and Class L shares, respectively, per the Fund’s prospectus dated July 31, 2023. After this fee waiver, the expense ratios are 4.76%, 4.15%, 4.45% and 5.02% for Class A, Class I, Class II, and Class L shares, respectively. The Fund’s performance would have been lower had Princeton Fund Advisors, LLC (the “Adviser”) not waived fees and/or reimbursed or recaptured expenses. The Fund’s performance would have been higher in years when the Adviser recaptured previously waived fees and/or reimbursed expenses. Class A and Class L shares are subject to sales charges, as described above, imposed on purchases which may be reduced or waived by the Adviser. All share classes are subject to a maximum early repurchase fee of 2.00% if redeemed within one year of purchase. For performance information current to the most recent month-end, please call toll-free 1-855-924-2454

 

(a)Inception date for Class A is July 1, 2016.

 

(b)Inception date for Class I is May 13, 2016.

 

(c)Inception date for Class II is April 3, 2017.

 

(d)Inception date for Class L is July 2, 2018.

 

The S&P 500 Total Return Index is a widely accepted, unmanaged index of U.S. stock market performance which does not take into account charges, fees and other expenses. Investors may not invest in the index directly. 

1

 

Princeton Everest Fund

PORTFOLIO REVIEW (Unaudited)(Continued)

September 30, 2023

 

The Fund’s holdings by asset classes as of September 30, 2023, are as follows:

 

   % of 
Asset Class     Net Assets 
Private Funds   74.0%
Mutual Funds   13.3%
Exchange-Traded Funds   8.2%
Business Development Companies   4.2%
Short Term Investment   2.1%
Liabilities In Excess of Other Assets   -1.8%
    100.0%
      

Please refer to the Consolidated Portfolio of Investments in this Semi-Annual Report for a detailed listing of the Fund’s holdings.

2

 

Princeton Everest Fund
CONSOLIDATED PORTFOLIO OF INVESTMENTS (Unaudited)
September 30, 2023

 

                   Unrealized 
                   Appreciation/ 
                   (Depreciation) 
   Geographic            % of  from 
Investments  Region  Shares  Cost   Fair Value  Net Assets  Investments 
PRIVATE FUNDS(f)(g) - 74.0%                          
Apollo Hybrid Value Fund, L.P.(a)   Americas      $13,913,752   $14,587,014   10.4% $673,262 
Apollo Investment Fund X L.P.(a)   Americas       1,923,208    1,883,876   1.3   (39,332)
Bain Capital Special Situations Asia, L.P.(a)(h)   Asia       3,707,007    4,268,010   3.0   561,003 
Blackstone Partners VII LP(a)   Americas       1,921,127    2,201,008   1.6   279,881 
Bridge Debt Strategies Fund II LP(a)   Americas       923,904    860,280   0.6   (63,624)
Carlyle Direct Alternative Opportunities Fund II (a)   Americas       2,533,990    2,542,811   1.8   8,821 
Carlyle Partners VIII, L.P. (a)   Americas       4,242,570    4,154,994   3.0   (87,576)
Ellington Mortgage Recovery Fund II, L.P.(a)   Americas       3,104,826    3,560,227   2.5   455,401 
Ellington Private Opportunities Partners II LP(a)(d)   Americas       10    4,473,817   3.2   4,473,807 
Ellington Private Opportunities Partners III LP(a)   Americas       2,289,000    2,428,264   1.7   139,264 
Guggenheim Private Debt Fund 2.0, LLC(a)   Americas       1,420,519    765,316   0.5   (655,203)
KKR Americas Fund XII L.P.(a)   Americas       1,646,277    2,417,061   1.7   770,784 
KKR Asian Fund III L.P.(a)   Asia       2,672,524    3,648,767   2.6   976,243 
KKR European Fund V(a)   Europe       2,891,554    2,940,983   2.1   49,429 
KKR Indigo Equity Partners(a)   Americas       1,932,436    1,915,577   1.4   (16,859)
KKR North America Fund XI L.P.(a)   Americas       5,495,427    3,403,731   2.4   (2,091,696)
KKR North America Fund XIII L.P.(a)   Americas       1,777,114    1,860,272   1.3   83,158 
Mount Yale Private Equity Fund, LP(a)(c)   Americas       10,190    141,652   0.1   131,462 
MYPE Investment Partners L.P.(a)   Americas       7,957,614    10,113,804   7.2   2,156,190 
Nuveen Churchill Direct Lending Corp.(a)   Americas       5,494,434    5,321,979   3.8   (172,455)
Silver Lake Alpine II, L.P.(a)   Americas       2,417,205    2,705,380   1.9   288,175 
Silver Lake Partners VII, L.P.(a)(k)   Americas           (26,076)  (0.0) (j)  (26,076)
TPG Healthcare Partners, L.P.(a)   Americas       4,511,133    5,346,345   3.8   835,212 
TPG Partners VIII, L.P.(a)   Americas       6,318,603    8,997,068   6.4   2,678,465 
TPG Partners IX L.P.(a)   Americas       315,853    334,171   0.2   18,318 
Warburg Pincus Global Growth, L.P.(a)   Global       8,616,500    12,116,207   8.6   3,499,707 
Warburg Pincus Global Growth 14, L.P.(a)   Global       950,000    1,233,927   0.9   283,927 
TOTAL PRIVATE FUNDS          $88,986,777   $104,196,465   74.0% $15,209,688 
                           
BUSINESS DEVELOPMENT COMPANIES - 4.2%                          
Ares Capital Corporation   Americas   299,702   5,786,826    5,835,198   4.2%  48,372 
TOTAL BUSINESS DEVELOPMENT COMPANIES          $5,786,826   $5,835,198   4.2% $48,372 
                           
EXCHANGE-TRADED FUNDS - 8.2%                          
FIXED INCOME - 8.2%                          
Invesco Senior Loan ETF   Americas   272,988   5,750,492    5,730,018   4.1%  (20,474)
SPDR Blackstone Senior Loan ETF   Americas   137,691   5,747,305    5,773,384   4.1   26,079 
TOTAL EXCHNAGE-TRADED FUNDS          $11,497,797   $11,503,402   8.2% $5,605 
                           
MUTUAL FUNDS - 13.3%                          
OPEN END FUNDS - 13.3%                          
Credit Suisse Floating Rate High Income Fund                          
Institutional Class   Americas   1,026,404   6,610,524    6,527,931   4.6%  (82,593)
Deer Park Total Return Credit Fund - Class I(c)   Americas   690,343   6,730,083    5,902,435   4.2   (827,648)
PIMCO Real Return Fund - Institutional Class   Americas   2   22    18   0.0 (i)  (4)
Princeton Premium Fund - Class I(c)   Americas   511,148   6,151,943    6,266,679   4.5   114,736 
TOTAL MUTUAL FUNDS          $19,492,572   $18,697,063   13.3% $(795,509)
                           
SHORT TERM INVESTMENT - 2.1%                          
First American Government Obligations Fund - Class X 5.01%(e)(f)       3,000,566  $3,000,566   $3,000,566   2.1%    
TOTAL SHORT TERM INVESTMENT          $3,000,566   $3,000,566   2.1%    
                           
TOTAL INVESTMENTS - 101.8%                          
(Cost - $128,764,538)               $143,232,694         
LIABILITIES IN EXCESS OF OTHER ASSETS - (1.8)%                (2,468,304)        
NET ASSETS - 100.0%               $140,764,390         

 

ETF Exchange-Traded Fund

 

SPDR Standard & Poor’s Depositary Receipt

 

(a)Securities are restricted to resale.

 

(b)The Fund’s investment in EPO Onshore Partners LP was formed under a master-feeder fund structure for the purpose of investing all of its investable assets in Ellington Private Opportunities Master Fund (A) LP, a Cayman Islands exempted limited partnership and Ellington Private Opportunities Master Fund (B) LP, a Cayman Islands exempted limited partnership.

 

(c)Affiliated fund.

 

(d)The Fund’s investment in Ellington Private Opportunities Partners II LP was formed under a master-feeder fund structure for the purpose of investing all of its investable assets in Ellington Private Opportunities Master Funds II (A) LP, a Cayman Islands exempted limited partnership and Ellington Private Opportunities Master Fund II (B) LP, a Cayman Islands exempted limited partnership.

 

(e)Money market fund; interest rate reflects seven-day effective yield on September 30, 2023.

 

(f)All or a portion the investment is a holding of Princeton Private Investments Holdings, LLC, a wholly-owned subsidiary of the Fund. See Note 2.

 

(g)The Fund is not able to obtain complete underlying investment holdings details on each of the Underlying Funds to determine if the Fund’s proportional, aggregated, indirect share of any investments held by the Fund exceeds 5% of net assets of the Fund as of September 30, 2023.

 

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

 

(i)Percentage rounds to less than 0.1%.

 

(j)Percentage rounds to less than (0.1)%.

 

(k)Negative balances represent accrued fund expenses and will be offset with future capital calls.

 

See accompanying notes to consolidated financial statements.

3

 

Princeton Everest Fund
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2023

 

ASSETS     
Investment securities:     
Unaffiliated investments at cost  $115,872,322 
Affiliated investments at cost   12,892,216 
Investments at cost  $128,764,538 
Unaffiliated investments at fair value  $130,921,928 
Affiliated investments at fair value   12,310,766 
Investments at fair value  $143,232,694 
Restricted cash   365,000 
Deposits with broker   934 
Dividend and interest receivable   367,779 
Prepaid expenses and other assets   59,878 
TOTAL ASSETS   144,026,285 
      
LIABILITIES     
Subscriptions received in advance   365,000 
Payable for Fund shares repurchased   2,128,603 
Investment advisory fees payable   264,200 
Distribution and servicing fees payable   222,197 
Payable for securities purchased   34,317 
Trustee fees payable   7,069 
Accrued expenses and other liabilities   240,509 
TOTAL LIABILITIES   3,261,895 
Commitments and contingencies (See Notes 2 and 9)     
NET ASSETS  $140,764,390 
      
Composition of Net Assets:     
Paid in capital  $118,874,980 
Accumulated earnings   21,889,410 
NET ASSETS  $140,764,390 
      

See accompanying notes to consolidated financial statements.

4

 

Princeton Everest Fund
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (Unaudited)(Continued)
September 30, 2023

 

Class A Shares:     
Net Assets  $16,608,819 
Shares of beneficial interest outstanding ($0 par value) (unlimited shares authorized)   1,223,161 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share  $13.58 
Maximum offering price per share (net asset value plus maximum sales charges of 3.50%)  $14.07 
      
Class I Shares:     
Net Assets  $108,541,982 
Shares of beneficial interest outstanding ($0 par value) (unlimited shares authorized)   7,691,531 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share  $14.11 
      
Class II Shares:     
Net Assets  $7,108,687 
Shares of beneficial interest outstanding ($0 par value) (unlimited shares authorized)   515,638 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share  $13.79 
      
Class L Shares:     
Net Assets  $8,504,902 
Shares of beneficial interest outstanding ($0 par value) (unlimited shares authorized)   636,674 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share  $13.36 
Maximum offering price per share (net asset value plus maximum sales charges of 2.25%)  $13.67 
      

See accompanying notes to consolidated financial statements.

5

 

Princeton Everest Fund
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
For the Six Months Ended September 30, 2023

 

INVESTMENT INCOME     
Dividends from unaffiliated investments  $1,038,330 
Dividends from affiliated investments   359,967 
Interest income   426,455 
TOTAL INVESTMENT INCOME   1,824,752 
      
EXPENSES     
Management fees   804,631 
Distribution and/or service fees     
Class A   48,830 
Class C *   339 
Class II   10,101 
Class AA *   328 
Class T *   220 
Class L   35,243 
Interest expense   104,833 
Professional fees   86,625 
Administrative services fees   48,132 
Printing and postage expenses   40,110 
Transfer agent fees   34,895 
Trustees fees and expenses   30,082 
Accounting services fees   30,082 
Insurance expense   21,559 
Compliance officer fees   17,548 
Custodian fees   4,813 
Other expenses   2,507 
TOTAL EXPENSES   1,320,878 
      
Less: Fees waived by the adviser for affiliated investments (See Note 4)   (48,549)
      
NET EXPENSES   1,272,329 
      
NET INVESTMENT INCOME   552,423 
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON OPERATIONS     
      
Net realized gain from:     
Unaffiliated investments   2,521,024 
    2,521,024 
      
Net change in unrealized appreciation (depreciation) on:     
Unaffiliated investments   3,536,901 
Affiliated investments   (90,820)
    3,446,081 
      
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   5,967,105 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $6,519,528 

 

*Class C, Class AA and Class T shares were converted to Class II, Class A and Class L shares, respectively on March 24, 2023.

 

See accompanying notes to consolidated financial statements.

6

 

Princeton Everest Fund
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 

   For the     
   Six Months     
   Ended   For the 
   September 30,   Year Ended 
   2023   March 31, 
   (Unaudited)   2023 
INCREASE IN NET ASSETS FROM OPERATIONS          
Net investment income  $552,423   $385,891 
Net realized gain from investments   2,521,024    9,483,207 
Net change in unrealized appreciation (depreciation) on investments   3,446,081    (11,643,833)
Net increase (decrease) in net assets resulting from operations   6,519,528    (1,774,735)
           
DISTRIBUTIONS TO SHAREHOLDERS          
Total distributions paid:          
Class A       (1,370,627)
Class I       (8,806,991)
Class C *       (57,669)
Class II       (523,899)
Class AA *       (129,852)
Class T *       (29,141)
Class L       (902,804)
Total distributions to shareholders       (11,820,983)
           
SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold:          
Class A   2,203,904    945,542 
Class I   13,289,874    17,219,119 
Class C *   91,126     
Class II   1,351,994    786,001 
Class AA *   184,268     
Class T *   24,770    48,250 
Class L   290,035     
Reinvestment of distributions:          
Class A       1,352,197 
Class I       7,690,089 
Class C *       46,287 
Class II       438,149 
Class AA *       114,790 
Class T *       24,231 
Class L       642,685 
Redemption of shares          
Class A   (764,907)    
Class I   (2,428,921)   (2,636,455)
Class C *   (576,449)    
Class II   (184,268)   (60,832)
Class AA *   (1,301,994)   (34,550)
Class T *   (290,035)    
Class L   (24,769)   (986,266)
Net increase in net assets resulting from shares of beneficial interest   11,864,628    25,589,237 
           
NET INCREASE IN NET ASSETS   18,384,156    11,993,519 
           
NET ASSETS          
Beginning of Period   122,380,234    110,386,715 
End of Period  $140,764,390   $122,380,234 

 

*Class C, Class AA and Class T shares were converted to Class II, Class A and Class L shares, respectively on March 24, 2023.

 

See accompanying notes to consolidated financial statements.

7

 

Princeton Everest Fund
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Continued)

 

   For the     
   Six Months     
   Ended   For the 
   September 30,   Year Ended 
   2023   March 31, 
   (Unaudited)   2023 
SHARE ACTIVITY          
Class A:          
Shares Sold   168,005    68,474 
Shares Reinvested       103,142 
Shares Redeemed   (49,947)    
Net increase in shares outstanding   118,058    171,616 
           
Class I:          
Shares Sold   968,681    1,193,946 
Shares Reinvested       567,534 
Shares Redeemed   (172,666)   (191,220)
Net increase in shares outstanding   796,015    1,570,260 
           
Class C: *          
Shares Reinvested       3,563 
Shares Redeemed   (44,548)    
Net increase (decrease) in shares outstanding   (44,548)   3,563 
           
Class II:          
Shares Sold   102,038    55,654 
Shares Reinvested       32,993 
Shares Redeemed       (4,333)
Net increase in shares outstanding   102,038    84,314 
           
Class AA: *          
Shares Reinvested       8,651 
Shares Redeemed   (98,264)   (2,670)
Net increase (decrease) in shares outstanding   (98,264)   5,981 
           
Class T: *          
Shares Sold       3,489 
Shares Reinvested       1,878 
Shares Redeemed   (22,588)    
Net increase (decrease) in shares outstanding   (22,588)   5,367 
           
Class L:          
Shares Sold   22,536     
Shares Reinvested       49,705 
Shares Redeemed       (77,173)
Net increase (decrease) in shares outstanding   22,536    (27,468)

 

*Class C, Class AA and Class T shares were converted to Class II, Class A and Class L shares , respectively on March 24, 2023.

 

See accompanying notes to consolidated financial statements.

8

 

Princeton Everest Fund
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
For the Six Months Ended September 30, 2023

 

CASH FLOWS FROM OPERATING ACTIVITIES    
Net increase in net assets resulting from operations  $6,519,528 
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used by operating activities:     
Net change in unrealized appreciation   (3,446,081)
Purchase of investments   (38,156,129)
Proceeds from sale of investments   25,695,825 
Net realized gain on investments   (2,521,024)
Sales of short-term investments, net   (251,661)
Amortization   (87,201)
Changes in assets and liabilities:     
Increase in dividend and interest receivable   (131,463)
Decrease in prepaid expenses and other assets   2,128 
Increase in distribution and servicing fees payable   32,956 
Decrease in investment advisory fees payable   (90,298)
Increase in accrued expenses and other liabilities   8,150 
Increase in trustee fee payable   5,082 
Net Cash Used by Operating Activities   (12,420,188)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Proceeds from shares sold, net of change in subscriptions received in advance   15,787,668 
Payment of shares redeemed   (5,015,783)
Net Cash Provided by Financing Activities   10,771,885 
      
NET DECREASE IN CASH AND RESTRICTED CASH   (1,648,303)
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD   2,013,303 
CASH AND RESTRICTED CASH - END OF PERIOD  $365,000 
      
Supplemental disclosure of cash flow information:     
      
Supplemental disclosure of non-cash activity:     
Noncash financing activities consists of:     
Cash paid for Interest  $104,833 
      

See accompanying notes to consolidated financial statements.

9

 

Princeton Everest Fund
FINANCIAL HIGHLIGHTS

 

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

 

   For the                     
   Six Months                     
   Ended   For the   For the   For the   For the   For the 
   September 30,   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   2023   March 31,   March 31,   March 31,   March 31,   March 31, 
Class A   (Unaudited)(6)   2023(6)    2022(6)     2021    2020    2019 
Net asset value, beginning of period  $12.97   $14.69   $13.17   $10.09   $11.03   $10.92 
                               
Gain (Loss) from investment operations:                              
Net investment loss(1)   (0.02)   (0.02)   (0.23)   (0.15)   (0.04)   (0.04)
Net realized and unrealized gain (loss) on investments   0.63    (0.29)   2.40    3.41    (0.58)   0.86 
Total from investment operations   0.61    (0.31)   2.17    3.26    (0.62)   0.82 
                               
Less distributions from:                              
Net investment income                   (0.17)   (0.39)
Net realized gains       (1.41)   (0.65)   (0.18)   (0.15)   (0.32)
Total distributions       (1.41)   (0.65)   (0.18)   (0.32)   (0.71)
                               
Net asset value, end of period  $13.58   $12.97   $14.69   $13.17   $10.09   $11.03 
Total return(2)   4.70% (9)   (2.23)%   16.61%   32.53%   (5.87)%   7.58%
Net assets, at end of period (000s)  $16,609   $14,332   $13,710   $10,914   $8,250   $8,036 
                               
Ratios/Supplemental Data:                              
Ratio of gross expenses to average net assets(3,4,10)   2.42%   2.59%   3.62%   4.32%   2.84%   3.11%
Ratio of net expenses to average net assets(4,10)   2.35%   2.52%   3.69%   4.38%   2.73%   2.50%
Ratio of net investment loss to average net assets(5,10)   (0.29)%   (0.12)%   (1.62)%   (1.30)%   (0.36)%   (0.34)%
                               
Portfolio Turnover Rate   7% (9)   43%   67%   42%   63%   41%
Senior securities, exclusive of treasury securities(7)  $   $   $7,500,000   $17,500,000   $4,500,000   $ 
Asset coverage ratio of senior securities(8)   N/A    N/A    1572%   534%   1327%   N/A 
Asset coverage, per $1,000 of senior securities principal amount(8)   N/A    N/A   $15,718   $5,342   $13,267    N/A 

 

 

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

 

(2)Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes reinvestment of all distributions. Total returns would have been lower or higher absent the fee waiver/expense reimbursement or recapture, respectively.

 

(3)Represents the ratio of expenses to average net assets absent fee waivers/expense reimbursements or recapture by the Adviser.

 

(4)Does not include the expenses of other investment companies in which the Fund invests.

 

(5)Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

 

(6)Consolidated. See Note 2.

 

(7)Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

 

(8)The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Fund’s consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine asset coverage, per $1,000 of senior securities principal amount.

 

(9)Not annualized.

 

(10)Annualized for periods less than one year.

 

See accompanying notes to consolidated financial statements.

10

 

Princeton Everest Fund
FINANCIAL HIGHLIGHTS

 

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

 

   For the                     
   Six Months   For the                 
   Ended   Year   For the   For the   For the   For the 
   September 30,   Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   2023   March 31,   March 31,   March 31,   March 31,   March 31, 
Class I  (Unaudited)(6)   2023(6)   2022(6)   2021   2020   2019 
Net asset value, beginning of period  $13.43   $15.07   $13.43   $10.22   $11.11   $10.95 
                               
Gain (Loss) from investment operations:                              
Net investment income (loss)(1)   0.07    0.07    (0.14)   (0.08)   0.03    0.03 
Net realized and unrealized gain (loss) on investments   0.61    (0.30)   2.43    3.47    (0.60)   0.86 
Total from investment operations   0.68    (0.23)   2.29    3.39    (0.57)   0.89 
                               
Less distributions from:                              
Net investment income                   (0.17)   (0.41)
Net realized gains       (1.41)   (0.65)   (0.18)   (0.15)   (0.32)
Total distributions       (1.41)   (0.65)   (0.18)   (0.32)   (0.73)
                               
Net asset value, end of period  $14.11   $13.43   $15.07   $13.43   $10.22   $11.11 
                               
Total return(2)   5.06%(9)   (1.63)%   17.19%   33.40%   (5.36)%   8.20%
                               
Net assets, at end of period (000s)  $108,542   $92,612   $80,258   $50,315   $34,864   $30,183 
                               
Ratios/Supplemental Data:                              
Ratio of gross expenses to average net assets(3,4,10)   1.82%   1.99%   2.98%   3.73%   2.24%   2.50%
Ratio of net expenses to average net assets(4,10)   1.75%   1.91%   3.05%   3.79%   2.13%   1.90%
Ratio of net investment income (loss) to average net assets(5,10)   0.97%   0.48%   (0.99)%   (0.71)%   0.24%   0.22%
                               
Portfolio Turnover Rate   7% (9)   43%   67%   42%   63%   41%
Senior securities, exclusive of treasury securities(7)  $   $   $7,500,000   $17,500,000   $4,500,000   $ 
Asset coverage ratio of senior securities(8)   N/A    N/A    1572%   534%   1327%   N/A 
Asset coverage, per $1,000 of senior                              
securities principal amount(8)   N/A    N/A   $15,718   $5,342   $13,267    N/A 

 

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

 

(2)Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes reinvestment of all distributions. Total returns would have been lower or higher absent the fee waiver/expense reimbursement or recapture, respectively.

 

(3)Represents the ratio of expenses to average net assets absent fee waivers/expense reimbursements or recapture by the Adviser.

 

(4)Does not include the expenses of other investment companies in which the Fund invests.

 

(5)Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

 

(6)Consolidated. See Note 2.

 

(7)Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

 

(8)The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Fund’s consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine asset coverage, per $1,000 of senior securities principal amount.

 

(9)Not annualized.

 

(10)Annualized for periods less than one year.

 

See accompanying notes to consolidated financial statements.

11

 

Princeton Everest Fund
FINANCIAL HIGHLIGHTS

 

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

 

   For the                     
   Six Months                     
   Ended   For the   For the   For the   For the   For the 
   September 30,   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   2023   March 31,   March 31,   March 31,   March 31,   March 31, 
Class II   (Unaudited)(9)   2023(9)    2022(9)   2021   2020   2019 
Net asset value, beginning of period  $13.15   $14.83   $13.26   $10.12   $11.04   $10.92 
                               
Gain (Loss) from investment operations:                              
Net investment income (loss)(1)   (0.13)   0.03    (0.19)   (0.11)   (0.01)   0.01 
Net realized and unrealized gain (loss) on investments   0.77    (0.30)   2.41    3.43    (0.59)   0.83 
Total from investment operations   0.64    (0.27)   2.22    3.32    (0.60)   0.84 
                               
Less distributions from:                              
Net investment income                   (0.17)   (0.40)
Net realized gains       (1.41)   (0.65)   (0.18)   (0.15)   (0.32)
Total distributions       (1.41)   (0.65)   (0.18)   (0.32)   (0.72)
                               
Net asset value, end of period  $13.79   $13.15   $14.83   $13.26   $10.12   $11.04 
                               
Total return(2)   4.87%(9)   (1.93)%   16.88%   33.03%   (5.68)%   7.76%
                               
Net assets, at end of period (000s)  $7,109   $5,438   $4,883   $4,034   $3,045   $3,221 
                               
Ratios/Supplemental Data:                              
Ratio of gross expenses to average net assets(3,4,10)   2.12%   2.29%   3.33%   4.02%   2.54%   2.85%
Ratio of net expenses to average net assets(4,10)   2.05%   2.21%   3.41%   4.08%   2.43%   2.20%
Ratio of net investment income (loss) to average net assets(5,10)   (1.93)%   0.18%   (1.34)%   (1.00)%   (0.05)%   0.05%
                               
Portfolio Turnover Rate   7% (9)   43%   67%   42%   63%   41%
Senior securities, exclusive of treasury securities(7)  $   $   $7,500,000   $17,500,000   $4,500,000   $ 
Asset coverage ratio of senior securities(8)   N/A    N/A    1572%   534%   1327%   N/A 
Asset coverage, per $1,000 of senior securities principal amount(8)   N/A    N/A   $15,718   $5,342   $13,267    N/A 
                               

 

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

 

(2)Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes reinvestment of all distributions. Total returns would have been lower or higher absent the fee waiver/expense reimbursement or recapture, respectively.

 

(3)Represents the ratio of expenses to average net assets absent fee waivers/expense reimbursements or recapture by the Adviser.

 

(4)Does not include the expenses of other investment companies in which the Fund invests.

 

(5)Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

 

(6)Consolidated. See Note 2.

 

(7)Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

 

(8)The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Fund’s consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine asset coverage, per $1,000 of senior securities principal amount.

 

(9)Not annualized.

 

(10)Annualized for periods less than one year.

 

See accompanying notes to consolidated financial statements.

12

 

Princeton Everest Fund
FINANCIAL HIGHLIGHTS

 

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

 

   For the                     
   Six Months                     
   Ended   For the   For the   For the   For the   For the 
   September 30,   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended 
   2023   March 31,   March 31,   March 31,   March 31,   March 31, 
Class L  (Unaudited)(9)    2023(9)    2022(9)    2021    2020    2019(1) 
Net asset value, beginning of period  $12.77    14.53   $13.07   $10.03   $11.01   $11.22 
                               
Gain (Loss) from investment operations:                              
Net investment loss(2)   (0.03)   (0.05)   (0.27)   (0.18)   (0.07)   (0.06)
Net realized and unrealized gain (loss) on investments   0.62    (0.30)   2.38    3.40    (0.59)   0.47 
Total from investment operations   0.59    (0.35)   2.11    3.22    (0.66)   0.41 
                               
Less distributions from:                              
Net investment income                   (0.17)   (0.30)
Net realized gains       (1.41)   (0.65)   (0.18)   (0.15)   (0.32)
Total distributions       (1.41)   (0.65)   (0.18)   (0.32)   (0.62)
                               
Net asset value, end of period  $13.36    12.77   $14.53   $13.07   $10.03   $11.01 
                               
Total return(3)   4.62% (4)   (2.55)%   16.27%   32.33%   (6.25)%   3.73% (4)
                               
Net assets, at end of period (000s)  $8,505    7,845   $9,320   $8,811   $7,516   $8,093 
                               
Ratios/Supplemental Data:                              
Ratio of gross expenses to average net assets(5,6,7)   2.67%   2.85%   3.92%   4.55%   3.09%   3.24%
Ratio of net expenses to average net assets(5,7)   2.60%   2.78%   4.00%   4.61%   2.97%   2.76%
Ratio of net investment loss to average net assets(5,8)   (0.49)%   (0.39)%   (1.92)%   (1.57)%   (0.60)%   (0.78)%
                               
Portfolio Turnover Rate   7% (4)   43%   67%   42%   63%   41% (4)
Senior securities, exclusive of treasury securities(10)  $   $   $7,500,000   $17,500,000   $4,500,000   $ 
Asset coverage ratio of senior securities(11)   N/A    N/A    1572%   534%   1327%   N/A 
Asset coverage, per $1,000 of senior securities principal amount(11)   N/A    N/A   $15,718   $5,342   $13,267    N/A 

 

 
(1)Class L commenced operations July 2, 2018.

 

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

 

(3)Total returns shown exclude the effect of applicable sales charges and redemption fees and assumes reinvestment of all distributions. Total returns would have been lower or higher absent the fee waiver/expense reimbursement or recapture, respectively.

 

(4)Not annualized.

 

(5)Annualized for periods less than one year.

 

(6)Represents the ratio of expenses to average net assets absent fee waivers/expense reimbursements or recapture by the Adviser.

 

(7)Does not include the expenses of other investment companies in which the Fund invests.

 

(8)Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by the underlying investment companies in which the Fund invests.

 

(9)Consolidated. See Note 2.

 

(10)Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

 

(11)The asset coverage ratio for a class of senior securities representing indebtedness is calculated as the Fund’s consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine asset coverage, per $1,000 of senior securities principal amount.

 

See accompanying notes to consolidated financial statements.

13

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2023

 

1.ORGANIZATION

 

Princeton Everest Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the ’’1940 Act’’), as a closed-end management investment company. The Fund was organized as a Delaware statutory trust on September 18, 2014. The Fund is non-diversified, and its investment objective is to seek long-term capital appreciation. The Fund commenced operations on May 13, 2016.

 

The Fund is offering four classes of shares of beneficial interest (“Shares”), designated as Class A Shares, Class I Shares, Class C Shares and Class L Shares to investors eligible to invest in the Fund. Class I Shares are offered at net asset value. Class A, Class C and Class L Shares are offered at net asset value plus a maximum sales charge of 3.50%, 4.75%, 6.00%, 3.50% and 2.25%, respectively. On March 24, 2023, the Board unanimously agreed to convert Class AA, Class C and Class T shares into Class II, Class A and Class L shares respectively. Effective March 24, 2023, Class AA, Class C and Class T shares are no longer be offered for sale. On May 26, 2023, the share class conversions took place.

 

The Fund may offer additional classes of Shares as well in the future. Each class of Shares has certain differing characteristics, particularly in terms of the sales charges that Investors (defined below) in that class may bear, and the distribution fees and/or shareholder servicing fees that each class may be charged. The net asset value (“NAV”) for each Share class is calculated separately based on the fees and expenses applicable to each class of Shares. It is expected that the NAV of each Share class will vary over time as a result of the differing fees and expenses applicable to each class of Shares, different inception dates and different offering prices of each respective Share class on its initial closing. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionally each day based upon the total net assets of each class.

 

The Fund is a registered investment fund. The Fund is similar to an unregistered private fund in that (i) Shares are sold in comparatively large minimum denominations in private placements solely to high net worth individuals and institutional investors, and are subject to restrictions on transfer, and (ii) the Fund pays, and investors bear, an asset-based investment management fee, and are subject indirectly to asset-based fees, carried interests, and incentive allocations charged by the “Underlying Funds” in which the Fund invests. “Underlying Funds” means investment companies such as open-end registered funds, closed-end funds, and exchange traded funds (“ETFs”), or private funds exempt from registration such as hedge funds, private credit funds and “Investment Funds”. “Investment Funds” means private equity pooled investment vehicles of any type, including primary offerings and secondary acquisitions of interests in alternative funds that pursue private equity strategies and co-investment opportunities in operating companies presented by one or more Investment Funds.

 

2.SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its consolidated financial statements. The policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of the consolidated 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 consolidated financial statements and the reported amounts of income and expenses for the year then ended. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies” (“ASC 946”) including Accounting Standards Update 2013-08.

 

Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short- term debt obligations having 60 days or less remaining until maturity, at time of purchase, are valued at amortized cost. Investments in open-end investment companies are valued at net asset value as reported by such investment companies that follow ASC 946. The valuation of the Fund’s investments in Underlying Funds (including Investment Funds) is ordinarily determined based upon valuations provided by the Underlying Funds on a monthly, or even quarterly basis (with respect to most Investment Funds). A large percentage of the securities in which the Investment Funds or certain other Underlying Funds invest will not have a readily ascertainable market price and will be valued by the Underlying Fund. In this regard, an Underlying Fund may face a conflict of interest in valuing the securities, as their value may affect the Underlying Fund’s compensation or its ability to raise additional funds. When investing in an Underlying Fund (other than publicly offered mutual funds and ETFs), the Adviser will conduct a due diligence review of the valuation methodology utilized by the Underlying Fund, which will include a determination whether the Underlying Fund utilizes market values when available, and otherwise will utilize principles of fair value which the Adviser believes are consistent with those used by the Fund. However, no assurances can be given regarding the valuation

14

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

methodology or the sufficiency of systems utilized by any Underlying Fund, the accuracy of the valuations provided by the Underlying Funds, that the Underlying Funds will comply with their own internal policies or procedures for keeping records or making valuations, or that the Underlying Funds’ policies and procedures and systems will not change without notice to the Fund. As a result, valuations of the securities may be subjective and could prove in hindsight to have been wrong, potentially by significant amounts. The Adviser oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Fund’s Board of Trustees (“Board”). The Adviser may face conflicts of interest in overseeing the valuation of the Fund’s investments, as the value of the Fund’s investments affects the Adviser’s compensation. Moreover, the Adviser generally does not have sufficient information in order to be able to confirm or review the accuracy of valuations provided by an Underlying Fund. Further, such information may be provided on a quarterly basis while the Fund provides valuations on a monthly basis.

 

The Adviser is responsible for developing the Fund’s written valuation processes and procedures, conducting periodic reviews of the valuation policies and evaluating the overall fairness and consistent application of the valuation policies. A valuation committee comprised of the Fund’s personnel meets monthly, or as needed, to determine the valuation of the Fund’s investments.

 

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

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, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

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 would be based on the best information available.

 

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. 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 instruments 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 in its entirety. Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of September 30, 2023, for the Fund’s assets and liabilities measured at fair value:

 

               Investments     
Assets *  Level 1   Level 2   Level 3   Valued at NAV   Total 
Private Funds  $   $   $4,268,010   $99,928,455   $104,196,465 
Mutual Funds   18,697,063                18,697,063 
Business Development Companies   5,835,198                5,835,198 
Exhchange-Traded Funds   11,503,402                11,503,402 
Short Term Investment   3,000,566                3,000,566 
Total Investments:  $39,036,229   $   $4,268,010   $99,928,455   $143,232,694 

 

*Refer to the Consolidated Portfolio of Investments for industry classification

15

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

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

 

           Proceeds                     
           from sales       Change in             
   Beginning       and   Net   unrealized   Transfers   Transfers   Ending 
   Balance   Cost of   principal   realized   appreciation/   into   out of   Balance 
Investments  3/31/23   purchases   paydowns   gain (loss)   (depreciation)*   Level 3   Level 3   9/30/23 
Private Funds  $4,674,857   $   $(486,075)  $261,041   $(181,813)  $   $   $4,268,010 

 

*This amount also represents the change in unrealized appreciation/(depreciation) still held as of September 30, 2023.

 

This amount also represents the change in unrealized appreciation/(depreciation) still held as of September 30, 2023:

 

   Value at   Valuation  Unobservable  Single Input or
Investment Type  9/30/23   Technique(s)  Input(s)  Range of Inputs
Private Funds  $4,268,010   Public markets based polynomial pricing model.  Q3 2023 S&P Total Return*
Q3 2023 Public Securities Pricing*
  -12.17% to 28.80%

 

*An increase in the input would indicate an increase in fair value

 

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; it was probable that the alternative investment would be sold at a value materially different than the reported expedient NAV; or it was determined by the Fund’s valuation procedures that the private equity is not being reported at fair value.

 

The following are restricted securities measured at NAV per share or Level 3 investments:

 

Underlying
Fund
  Initial
Acquisition
Date
  Investment
Category
  Investment Strategy  Fair
Value
   Unfunded
Commitments
   Fund
Termination
  Redemption
Frequency
  Notice
Period
(In
Days)
  Redemption
Restrictions
Terms
Apollo Hybrid Value Fund, L.P.  10/29/2018  Value  Investments in debt and equity securities that trade for less than their intrinsic values due to long-term secular changes, misunderstood risk/reward, company- specific conditions and episodic market dislocation.  $14,587,014   $17,412,790   2028 Subject to three-year extension  None  N/A  Liquidity in form of distributions from investments.
Apollo Investment Fund X LP  10/1/2022  Private Equity Leverage Buyout  Apollo seeks to source attractive investment opportunities at value- oriented prices and unlock strong performance by harnessing the depth and breadth of the Firm’s integrated investment management businesses.  $1,883,876   $8,076,792   2032 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Bain Capital Special Situations Asia, L.P.  4/19/2018  Private Debt  Investments in direct loans and other non-bank debt securities that seek to generate current income from attractive interest rates and to realize gains on debt investments and underlying assets acquired at a discount.  $4,268,010   $2,458,569   2026 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.

16

 

Princeton Everest Fund

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)

September 30, 2023

 

Underlying
Fund
  Initial
Acquisition
Date
  Investment Category  Investment Strategy  Fair
Value
   Unfunded
Commitments
   Fund
Termination
  Redemption
Frequency
  Notice
Period
(In
Days)
  Redemption
Restrictions
Terms
Blackstone Capital Partners IX L.P.  6/29/2022  Private Equity Leverage Buyout  The Investment process, from the initial identification of the investment opportunity to the final investment decision, through our ownership period to the ultimate monetization, is a disciplined approach integrating financial and ESG objectives.  $   $10,000,000   2033 Subject to two-year extension  None  N/A  Liquidity in form of distributions from investments.
Blackstone Capital Partners VIII L.P.  2/28/2020  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $2,201,008   $1,265,934   2030 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Bridge Debt Strategies Fund II LP  9/18/2017  Private Debt  Investments in direct loans and other non-bank debt securities that seek to generate current income from attractive interest rates and to realize gains on debt investments and underlying assets acquired at a discount.  $860,280   $13,093   2022 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Carlyle Direct Alternative Opportunities Fund II, L.P.  3/11/2022  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $2,542,811   $2,455,204   2030 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Carlyle Partners Fund VIII  4/15/2022  Private Equity Leverage Buyout  Investments in control-oriented and strategic minority investments in mainly buyout transaction, with equity investments where opportunity available to Carlyle ranges from 300 million to more than 2 billion of total equity capital.  $4,154,994   $5,782,698   2032 Subject to two one-year extensions  None  NA  Liquidity in form of distributions from investments.
Ellington Mortgage Recovery Fund II, L.P.  11/16/2022  Private Debt  The partnership will seek to deliver attractive, risk-adjusted total returns by investing in securities and mortgage loans backed by residential real estate.  $3,560,228   $1,895,174   2026  None  N/A  Liquidity in form of distributions from Investments following the investment period.
Ellington Private Opportunities Partners II LP  6/14/2018  Private Debt  Investments in direct loans and other non-bank debt securities that seek to generate current income from attractive interest rates and to realize gains on debt investments and underlying assets acquired at a discount.  $4,473,817   $   2022 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments following the investment period.
Ellington Private Opportunities Partners III LP  11/12/2021  Private Debt  Investments in direct loans and other non-bank debt securities that seek to generate current income from attractive interest rates and to realize gains on debt investments and underlying assets acquired at a discount.  $2,428,264   $450,000   2026 Subject to a one-year extension  None  N/A  Liquidity in form of distributions from investments following the investment period.

17

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

Underlying
Fund
  Initial
Acquisition
Date
  Investment
Category
  Investment Strategy  Fair
Value
   Unfunded
Commitments
   Fund
Termination
  Redemption
Frequency
  Notice
Period
(In
Days)
  Redemption
Restrictions
Terms
Guggenheim Private Debt Fund 2.0, LLC  7/15/2016  Private Debt  This fund seeks to generate current income and long-term capital appreciation by investing in a portfolio of privately negotiated debt investments, along with equity kickers and miscellaneous preferred and other equity investments.  $765,316   $2,418,945   2024 Subject to three one- year extensions  None  N/A  Liquidity in form of distributions from investments following the investment period.
Hellman & Friedman Capital Partners XI, LP  6/15/2022  Private Equtiy Leveraged Buyout  The partnership’s primary purpose is to make investments, both within the United States and internationally, for long-term capital appreciation, in public and private companies.  $    $20,000,000   2032 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
KKR Americas Fund XII L.P.  3/3/2016  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $2,417,061   $239,089   2028  None  NA  Liquidity in form of distributions from investments.
KKR Asian Fund III L.P.  3/31/2017  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $3,648,767   $480,573   2028  None  NA  Liquidity in form of distributions from investments.
KKR European Fund V SCSp  1/1/2019  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $2,940,983   $360,866   2030 Subject to two one-year extensions  None  NA  Liquidity in form of distributions from investments.
KKR Indigo Equity Partners A L.P.  6/9/2022  Private Equity Continuation Vehicle  The investment objective and policy of the Partnership are to acquire a Portfolio Investment in Internet Brands  $1,915,577   $   2027 Subject to two-year extension  None  NA  Liquidity in form of distributions from investments.
KKR North America Fund XI, LP  5/13/2016  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $3,403,731   $59,331   2023  None  N/A  Liquidity in form of distributions from investments.
KKR North America Fund XIII, SCSp  6/25/2021  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $1,860,272   $2,294,694   2032 Subject to two-year extension  None  N/A  Liquidity in form of distributions from investments.
Mount Yale Private Equity Fund, LP  6/30/2017  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $141,652   $   2024  None  N/A  Liquidity in form of distributions from investments.
Mount Yale Private Equity Investment Partners LP  6/30/2023  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $10,113,804   $   2024  None  N/A  Liquidity in form of distributions from investments.

18

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

Underlying
Fund
  Initial
Acquisition
Date
  Investment
Category
  Investment Strategy  Fair
Value
   Unfunded
Commitments
   Fund
Termination
  Redemption
Frequency
  Notice
Period
(In
Days)
  Redemption
Restrictions
Terms
Nuveen Churchill Direct Lending Corp.  4/4/2022  Private Debt  The Company’s investment objective is to generate attractive risk-adjusted returns primarily through current income by investing primarily in senior secured loans to private equity- owned U.S. middle market companies.  $5,321,979   $2,005,566   2027 Subject to two-year extension  None  N/A  Liquidity in form of distributions from investments.
Silver Lake Alpine II, L.P.  12/24/2021  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $2,705,380   $2,543,768   2032 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Silver Lake Partners VII LP  8/1/2022  Private Equity Leverage Buyout  The principal investment objective of the Underlying Fund is to make private equity investments in large- scale companies within the technology, technology-enabled and related growth industries. Investments will be effected using a broad variety of investment types and transaction structures.  $(26,076)  $10,000,000   2032 Subject to three one- year extensions  None  N/A  Liquidity in form of distributions from investments.
TPG Healthcare Partners, L.P.  12/31/2018  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $5,346,345   $781,575   2028 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
TPG Partners IX LP  5/2/2022  Private Equity Leverage Buyout  TPG IX is being formed to seek attractive returns by making significant investments in operating companies through acquisitions and financings.  $334,171   $9,684,147   2032 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
TPG Partners VIII, L.P.  12/31/2018  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.   8,997,068    1,123,591   2028 Subject to two one-year extensions  None  N/A  Liquidity in form of distributions from investments.
Warburg Pincus Global Growth 14 L.P.  2/1/2022  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.   1,233,927    3,800,000   2034 Subject to two-year extension  None  N/A  Liquidity in form of distributions from investments.
Warburg Pincus Global Growth, L.P.  3/26/2019  Private Equity Leveraged Buyout  Investments utilize debt and a small amount of equity to take over a company and convert it from public to private, seeking to realize gains on the subsequent offer of shares to the public again.  $12,116,207   $955,000   2031 Subject to two-year extension  None  N/A  Liquidity in form of distributions from investments.
TOTAL           $104,196,465   $106,557,399             

 

Unfunded Commitments – As of September 30, 2023, the Fund had total unfunded commitments of $106,557,399. The Fund’s commitment strategy aims to sustain a high level of investment where possible by making commitments based on anticipated future distributions from investments. The commitment strategy also takes other anticipated cash flows into account, such as those relating to new subscriptions, the tender of Shares by Investors, amounts available through borrowing, and any distributions made to Investors.

 

Consolidation of Subsidiary – Princeton Private Investments Holdings, LLC (“PPIH”) – The Fund formed a wholly owned subsidiary, for the sole purpose of holding all the Fund’s illiquid private fund investments. PPIH is a Delaware LLC and is a disregarded entity for tax purposes. The results of operations from PPIH have been consolidated with the Fund’s for financial reporting purposes.

19

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

Security Transactions and Related Income – Security transactions are accounted for on a trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. 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.

 

Dividends and Distributions to Shareholders – Dividends from net investment income are declared and distributed at least annually. Distributable net realized capital gains are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex-dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) 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.

 

Federal Income Taxes – It is the Fund’s policy to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code of 1986, as amended, that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision has been recorded. 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. 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 taken on returns filed for open tax years ended September 30, 2020 to September 30, 2022 or expected to be taken for the tax year ended September 30, 2023. 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 tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Cash – Cash includes cash held or deposited in bank accounts. The Fund deposits cash with financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.

 

Escrowed Cash, Subscriptions Received in Advance and Restricted Cash Balances - The Fund utilizes escrow agents to hold cash deposited to escrow accounts by potential investors. Cash deposits must be accompanied by corresponding subscription agreements to be held in escrow. If cash is received without an accompanying subscription document or if the potential investor is denied admittance to the Fund, the cash is returned to the potential investor. At each close date, upon receiving notification from the Fund, the escrow agent will release the cash for Shareholders being admitted into the Fund to the Fund’s unrestricted operating account. Restricted cash balances and money market funds held in escrow, as of September 30, 2023, totaled $365,000. A corresponding liability is included in subscriptions received in advance on the statement of assets and liabilities.

 

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

 

For the six months ended September 30, 2023, cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments) amounted to $38,160,310 and $7,792,471, respectively.

 

The following risks relate to investments by the Fund and the Underlying Funds (including Investment Funds) in which it may invest:

 

Investment Risk. All investments risk the loss of capital. The value of the Fund’s total net assets should be expected to fluctuate. No assurance can be given that the Fund’s investment objective will be achieved. The Fund’s performance depends upon the Adviser’s selection of Investment Funds, the allocation of offering proceeds thereto and the performance of the Investment Funds. The Investment Funds’ investment activities involve the risks associated with private equity investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as

20

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors which are beyond the control of the Fund or the Investment Funds. Although the Adviser will attempt to moderate these risks, no assurance can be given that (i) the Investment Funds’ investment programs, investment strategies and investment decisions will be successful, (ii) the Investment Funds will achieve their return expectations, (iii) the Investment Funds will achieve any return of capital invested, (iv) the Fund’s investment activities will be successful, or (v) Investors will not suffer losses from an investment in the Fund.

 

Limitations on Transfer; Shares Not Listed; No Market for Fund Shares. The transferability of Shares is subject to certain restrictions, including restrictions imposed under applicable securities laws. The Shares are not traded on any securities exchange or other market. No market currently exists for Shares and none is expected to develop.

 

Closed-End Fund; Liquidity Risks. The Fund is a non-diversified, closed-end management investment company designed primarily for long-term investors and is not intended to be a trading vehicle. An Investor should not invest in the Fund if the Investor needs a liquid investment. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis at a price based on NAV. Although the Fund may offer to repurchase Shares from time to time, an Investor may not be able to redeem its Shares for a substantial period of time.

 

Substantial Fees and Expenses. By investing in Underlying Funds (including Investment Funds) through the Fund, an Investor bears a portion of the Management Fee and other expenses of the Fund. An Investor also indirectly bears a portion of the asset-based fees, incentive allocations, carried interests or fees and operating expenses borne by the Fund as an investor in the Underlying Funds.

 

Non-Diversified Status. The Fund is a “non-diversified” investment company for purposes of the 1940 Act, which means it is not subject to percentage limitations under the 1940 Act on assets that may be invested in the securities of any one issuer. As a result, the Fund’s net asset value may be subject to greater volatility than that of an investment company that is subject to diversification limitations. The Fund does not intend to invest more than 25% of its gross assets (measured at the time of purchase) in any one Investment Fund.

 

Private Credit Fund Risks. The Fund is subject to all risks associated with the private credit funds in which it may invest. Prepayment risk is associated with debt investment strategies, including investments in mortgages or mortgage-related securities, consumer credit or corporate credit. The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers, and the creditworthiness of the parties involved. Also, the Underlying Funds may invest in low grade or unrated debt securities (i.e., “high yield” or “junk” bonds or leveraged loans) or investments in securities of distressed companies. Such investments involve substantial risks.

 

Valuation of the Fund’s Interests in Underlying Funds. The valuation of the Fund’s investments in Underlying Funds is ordinarily determined based upon valuations provided by the Underlying Funds on a daily, monthly, or even quarterly basis (with respect to most Investment Funds). A large percentage of the securities in which the Investment Funds or certain other Underlying Funds invest do not have a readily ascertainable market price and are valued by the Underlying Fund. The Adviser oversees the valuation of the Fund’s investments pursuant to procedures adopted by the Board. The Adviser may face conflicts of interest in overseeing the valuation of the Fund’s investments, as the value of the Fund’s investments will affect the Adviser’s compensation. Moreover, the Adviser generally does not have sufficient information in order to be able to confirm or review the accuracy of valuations provided by an Underlying Fund. Further, such information may be provided on a quarterly basis while the Fund provides valuations on a monthly basis.

 

Commitment Strategy. The Fund may seek to employ an “over -commitment” strategy with respect to its investments in private funds in order to boost returns, while balancing the need for a certain level of liquidity. Holding a sizeable cash position may result in lower returns to the extent the Fund holds cash rather than employing an “over-commitment” strategy. However, an inadequate cash position presents other risks to the Fund, including an adverse impact on the Fund’s ability to fund capital contributions, to pay for repurchases of Shares tendered by Investors or to meet expenses generally. Moreover, if the Fund defaults on its commitment to an Investment Fund or fails to satisfy capital calls to an Investment Fund in a timely manner then, generally, it will be subject to significant penalties, such as the forfeiture of some or all of the Fund’s capital contribution to the Investment Fund. Any failure by the Fund to make timely capital contributions in respect of its commitments may (i) impair the ability of the Fund to pursue its investment program, (ii) force the Fund to borrow, (iii) indirectly cause the Fund and its Investors to be subject to certain penalties from the Investment Funds (including the forfeiture of a portion of the Fund’s investment in an Investment Fund), or (iv) otherwise impair the value of the Fund’s investments (including the devaluation of the Fund).

21

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

Market Risk. Overall market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. Local, regional or global events such as war, acts of terrorism, climate-change and climate-related events, the spread of infectious illness or other public health issue, recessions and depressions, or other events could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s NAV, and may impair market liquidity, thereby increasing liquidity risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments.

 

International conflicts in Eastern Europe and Middle East have led to increased financial market volatility and could have severe adverse effects on regional and global economic markets, including the markets for certain securities and commodities, such as oil and natural gas. The extent and duration of the military action, resulting sanctions imposed, other punitive action taken and the resulting market disruptions cannot be easily predicted.

 

4.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Princeton Fund Advisors, LLC serves as the Fund’s investment adviser. Pursuant to an investment advisory agreement with the Trust, on behalf of the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee (the “Management Fee”) monthly in arrears. For purposes of determining the Management Fee payable to the Adviser for any month, the total managed assets are calculated as the value of the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage), at an annual rate of 1.20% of the Fund’s total managed assets. For the six months ended September 30, 2023, the Fund incurred $804,631 in advisory fees.

 

The Fund may invest a portion of its assets in the Mount Yale Private Equity Fund, L.P., Deer Park Total Return Credit Fund and Princeton Premium Fund, each advised by the Adviser. The Adviser has voluntarily elected to waive a portion of the Management Fee attributable to assets of the Fund invested in any investment company advised by the Adviser. The portion waived is equal to the amount of the management fee paid to the Adviser by such affiliated investment company, less the attributable amount of (i) any fees to any subadvisor to the affiliated investment company and (ii) any fee waivers, expense reimbursements and other direct expenses incurred by the Adviser to the affiliated investment company. Fees waived pursuant to this voluntary waiver are not subject to recoupment in future periods. As of September 30, 2023, the Adviser waived $48,549 in advisory fees pursuant to the voluntary agreement.

 

The Adviser has entered into an expense limitation and reimbursement agreement with the Fund, which has been amended and restated to be effective until July 31, 2024 (the “Limitation Period”) to limit the amount of “Specified Expenses” (as described below) borne by the Fund for each Share class during the Limitation Period to an amount not to exceed 0.75% per annum of the Fund’s net assets attributed to such Share class (the “Expense Cap”). “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: the Fund’s direct expenses or proportional share of (i) fees, expenses, allocations, carried interests, etc. of the Underlying Funds in which the Fund invests (including all acquired fund fees and expenses), (ii) transaction costs, including legal costs and brokerage commissions, of the Fund associated with the acquisition and disposition of primary interests, secondary interests, co-investments, ETF investments, and other investments, (iii) interest payments incurred by the Fund, (iv) fees and expenses incurred in connection with a credit facility, if any, obtained by the Fund, (v) taxes of the Fund, (vi) extraordinary expenses of the Fund as determined in the Adviser’s sole discretion, which may include non-recurring expenses such as, for example, litigation expenses and shareholder meeting expenses, (vii) the distribution fees and/or service fees paid by the Fund, and (viii) the Management Fee or any other investment management fee paid by the Fund. “Extraordinary expenses” are expenses incurred outside of the ordinary course of business, including, without limitation, litigation or indemnification expenses, excise taxes, and costs incurred in connection with holding and/or soliciting proxies for a meeting of the Investors. These expenses will be in addition to the expenses of the Fund that may be limited by the Adviser to 0.75% of the Fund’s net assets. To the extent that Specified Expenses for any month during the Limitation Period exceed the Expense Cap, the Adviser will reimburse the Fund for expenses to the extent necessary to eliminate such excess. To the extent that the Adviser bears Specified Expenses, it is permitted to receive reimbursement by the Fund for any expense amounts previously paid or borne by the Adviser, for a period not to exceed three years after such expenses were paid or borne by the Adviser, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the lower of the Expense Cap or the then-current expense limitation, and the reimbursement amount does not raise the level of Specified Expenses in the month the reimbursement is being made to a level that exceeds the lower of the Expense Cap or the then-current expense limitation. For the six months ended September 30, 2023, the Advisor recaptured $0 of previously waived expenses and there are none available for recoupment.

22

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

Distributor – The Fund, pursuant to the conditions of the exemptive order issued by the SEC, has adopted distribution and/or service plans with respect to Class A, Class II and Class L Shares (the “Distribution and Service Plan”) in conformity with Rule 12b-1 under the 1940 Act. The Distribution and Service Plan was also adopted with respect to Class AA, Class C and Class T Shares.

 

An annual “Distribution and/or Service Fee” of up to 0.60%, 0.30% and 0.85% of the aggregate net asset value of Class A, Class II and Class L Shares, respectively, determined and accrued as of the last day of each calendar month (before any repurchases of Fund Shares), is charged on an aggregate class-wide basis, and Investors will be subject to the fee as long as they hold their Class A, Class II and Class L Shares. Class I Shares are not subject to a Distribution and/or Service Fee.

 

A Distribution and/or Service Fee of up to 0.30%, 0.70% and 0.90% of the aggregate net asset value of Class AA, Class C and Class T shares, respectively, determined and accrued on the last day of each calendar month (before any repurchases of Fund Shares), was charged on an aggregate class-wide basis, and Investors were subject to the fee for as long as they held their Class AA, Class C and Class T shares.

 

For the six months ended September 30, 2023, the Fund incurred Distribution and/or Service Fees of $48,830, $339, $10,101, $328, $220, and $35,243 for Class A, Class C, Class II, Class AA, Class T and Class L Shares, respectively.

 

Under the terms of a distribution agreement (the “Distribution Agreement”) effective January 15, 2019, with Northern Lights Distributors LLC (“NLD”), NLD was authorized to retain brokers, dealers and certain financial advisors (which may include wealth advisors) (each a “financial intermediary”) for distribution services and to provide related sales support to Investors holding Class A, Class AA, Class II, Class C, Class T and Class L Shares. Each compensated financial intermediary is paid by NLD based on the aggregate net asset value held by Investors that receive services from such financial intermediary. NLD is expected to pay a Distribution and/or Service Fee to such financial intermediaries, who may use such fees to compensate the financial advisory personnel involved in the placement and on-going service, as applicable of Class A, Class II and Class L Shares. With respect to Class AA, Class C and Class T shares, NLD paid a Distribution and/or Service Fee to such financial intermediaries, who may have used those fees to compensate advisory personnel in the placement and on-going service of those share classes. The Distribution and Service Plan governs the payment of Distribution and/or Service Fees.

 

Ultimus Fund Solutions, LLC (“UFS”) UFS provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of UFS and are not paid any fees directly by the Fund for serving in such capacities.

 

Northern Lights Compliance Services, LLC (“NLCS”) NLCS, an affiliate of UFS, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

 

5.REPURCHASE OF SHARES

 

No Fund shareholder (“Shareholder” or “Investor”) has the right to require the Fund to redeem his, her or its Shares. The Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders. Repurchases will be made at such times, in such amounts and on such terms as may be determined by the Board, in its sole discretion. In determining whether the Fund should offer to repurchase Shares, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Adviser anticipates that it will recommend to the Board that the Fund offer to repurchase Shares from Investors on a quarterly basis with such repurchases to occur as of the last day of March, June, September and December (or, if any such date is not a business day, on the immediately preceding business day). The Adviser also expects that, generally, it will recommend to the Board that each repurchase offer should apply to not more than 5% of the net assets of the Fund. Each repurchase offer will generally commence approximately 100 days prior to the applicable repurchase date.

 

A 2% early repurchase fee will be charged by the Fund with respect to any repurchase of any Share class from an Investor at any time prior to the day immediately preceding the one-year anniversary of the Investor’s purchase of such Shares. Such repurchase fee will be retained by the Fund and will benefit the Fund’s remaining Investors. Shares tendered for repurchase will be treated as having been repurchased on a “first in-first out” basis. An early repurchase fee payable by an Investor may be waived by the Fund in circumstances where the Board determines that doing so is in the best interests of the Fund.

23

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

During the six months ended September 30, 2023, the Fund repurchased tendered shares as follows:

 

   Repurchase       Number of   Net Asset Value   Redemption   Shares Outstanding 
   Offer   % of Shares   Shares   of Shares   Value of Shares   on Repurchase Date, 
Repurchase Date  Amount   Tendered   Tendered   Tendered   Tendered   Before Repurchase 
June 30, 2023                        
Class A        2.42%   29,975   $13.43   $402,561    1,239,808 
Class I        0.53%   41,029   $13.93   $571,538    7,707,105 
Total  $6,197,664                  $974,099      
September 30, 2023                              
Class A        1.61%   19,972   $13.62    271,220    1,243,133 
Class I        1.68%   131,636   $14.15   $1,857,383    7,823,167 
Total  $6,973,297                  $2,128,603      

 

6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

As of September 30, 2023, the Fund continues to qualify as a regulated investment company.

 

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, are as follows:

 

   Tax Year   Tax Year 
   Ended   Ended 
   September 30,   September 30, 
   2023   2022 
Ordinary Income  $2,510,166   $ 
Long-Term Capital Gain   9,310,817    4,246,036 
Return of Capital        
   $11,820,983   $4,246,036 

 

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

 

Undistributed   Undistributed   Post October Loss       Other   Unrealized   Total 
Ordinary   Long-Term   and   Capital Loss   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Late Year Loss   Carry Forwards   Differences   (Depreciation)   Earnings/(Deficits) 
$592,604   $   $(1,321,429)  $   $(1,483,619)  $24,101,854   $21,889,410 

 

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

 

Capital losses incurred after October 31 within the tax year are deemed to arise on the first business day of the following tax year for tax purposes. The Fund incurred and elected to defer such capital losses of $1,321,429.

 

7.AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

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 Schedules K-1 for the year ended December 31, 2022 (the underlying Investment Funds’ year-end); therefore, the tax basis of investments for 2022 will not be finalized by the Fund until after the fiscal period end. As of September 30, 2023, the tax cost, gross unrealized appreciation and depreciation, and net unrealized are as follows:

 

    Gross Unrealized   Gross Unrealized   Net Unrealized 
Tax Cost   Appreciation   Depreciation   Appreciation 
$119,130,840   $28,500,850   $(4,398,996)  $24,101,854 

24

 

Princeton Everest Fund
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Continued)
September 30, 2023

 

8.INVESTMENTS IN AFFILIATED COMPANIES

 

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities or under common management. Companies which are affiliates of the Fund on September 30, 2023, are noted in the Fund’s Portfolio of Investments. Transactions during the six months ended September 30, 2023, with companies which are affiliates are as follows:

 

                   Net Change             
                   in             
   Fair Value -               Unrealized   Fair Value -   Dividends     
   Beginning of       Sales   Realized   Appreciation/   End   Credited to   Shares at 
Description  Period   Purchases   Proceeds   Gain/Loss   Depreciation   of Period   Income   Year End 
Deer Park Total Return Credit Fund - Class I  $5,829,879   $236,150   $   $   $(163,594)  $5,902,435   $236,150    690,343 
Princeton Premium Fund -Class I   6,031,787    123,817            111,075    6,266,679    123,817    511,148 
Mount Yale Private Equity Fund LP   179,953                (38,301)   141,652        N/A 
Total  $12,041,619   $359,967   $   $   $(90,820)  $12,310,766   $359,967    1,201,491 

 

9.COMMITMENTS AND CONTINGENCIES

 

Revolving Credit Agreement

 

The Fund has a line of credit with Barclays Bank, PLC of up to $20,000,000 with a maturity date of May 9, 2024, under a revolving credit agreement. The line of credit is secured by substantially all Fund assets and is used for a variety of short-term cash management purposes, including to pay unfunded commitments to the restricted securities discussed in Note 2. The Fund may request credit increases in $1,000,000 increments. The cost for the borrowing against the line of credit is SOFR plus 3.41% per annum and the effective rate as of September 30, 2023, was 8.30%.

 

For the six months ended September 30, 2023, the interest expense and loan costs were $0 and $104,833, respectively, which are included in interest expense on the consolidated statement of operations. There was no outstanding borrowing as of September 30, 2023.

 

10.SUBSEQUENT EVENTS

 

Subsequent events after the balance sheet date have been evaluated through the date the financial statements were issued. Management has concluded there are no subsequent events that would have an impact requiring adjustment or disclosure in the financial statements except for those items disclosed elsewhere in these consolidated financial statements.

25

 

PRIVACY NOTICE
FACTS WHAT DOES PRINCETON EVEREST 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 ●     Purchase History
     
  ●     Assets ●     Account Balances
     
  ●     Retirement Assets ●     Account Transactions
     
  ●     Transaction History ●     Wire Transfer Instructions
     
  ●     Checking Account Information  
   
  When you are no longer our customer, we continue to share your information as described in this notice.
   
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Princeton Everest Fund chooses to share; and whether you can limit this sharing.

 

Reasons we can share your personal information Does
Princeton Everest
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 experiences
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 1-402-493-4603

26

 

Who we are
Who is providing this notice? Princeton Everest Fund
What we do
How does Princeton Everest 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 nonpublic personal information.

 

How does Princeton Everest Fund collect my personal information?

We collect your personal information, for example, when you

 

●     Open an account

 

●     Provide account information

 

●     Give us your contact information

 

●     Make deposits or withdrawals from your account

 

●     Make a wire transfer

 

●     Tell us where to send the money

 

●     Tells us who receives the money

 

●     Show your government-issued ID

 

●     Show your driver’s license

 

We also collect your personal information from 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 nonfinancial companies.

 

●     Princeton Everest Fund does not share with our affiliates.

 

Non-affiliates

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

 

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

 

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

●     Princeton Everest Fund doesn’t jointly market.

 

27

 

Princeton Everest Fund
SUPPLEMENTAL INFORMATION (Unaudited)
September 30, 2023

 

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 1-855-924-2454 or by referring to the Security and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

PORTFOLIO HOLDINGS

 

The Fund files its complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Forms N-PORT are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-PORT may be obtained by calling 1-800-SEC-0330.

28

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Advisor:
PRINCETON FUND ADVISORS, LLC
8500 Normandale Lake Blvd.
Suite 1900
Minneapolis, MN 55437
952-897-5388

 

 

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

 

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 Registrant’s last fiscal half-year 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. None

 

Item 13. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(b)       Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) 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) Princeton Everest Fund

 

By (Signature and Title)

/s/ John L. Sabre

John L. Sabre, Principal Executive Officer/ President

 

Date 12/08/23

 

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/ John L. Sabre

John L. Sabre, Principal Executive Officer/ President

 

Date 12/08/23

 

 

By (Signature and Title)

/s/ Christopher Moran

Christopher Moran, Principal Financial Officer/ Treasurer

 

Date 12/08/23